MLP:FIM There is a Season
by Sword and Soul
Summary: War is looming, tensions run high, and Ponyville finds itself with a garrison of Guard ponies. New friendships are made, and bonds are tested in this story of love, loss, trial, and growth.
1. Chapter 1

Prologue

_Peace is a wonderful thing, the ideal we strive to keep._

_For that dream we stand strong, and face the eternal sleep._

- Captain Everbold, from the statue of the Dreamless War.

It had been a warm, sunny day in the city of Canterlot. Birds flitted happily amongst the high minarets, singing their last songs as the sun slowly drifted towards the horizon. Today, however, was not a day of rejoicing for Princess Celestia.

Standing in the Royal Gardens amidst countless statues, of ponies past, the tall white mare, her flank marked with a blazing sun, lowered her head slowly, the long, glowing tip of her horn drawing a path for the star of day to follow to it's rest. A slow sigh escaped her lips as she completed the task, not from strain, but the burden which lay upon her heart. It had been many years since she had been forced to make a choice this hard.

"What is wrong, my sister?" A soft voice seemed to come from nowhere. Though she never showed it, Celestia had wanted to jump out of her skin in surprise.

She turned her head slowly, shifting it just enough to keep her flowing lochs of light pastel colors from obscuring her vision. The sight of the smaller, deep blue Alicorn brought a slow smile from her, and she turned to greet her little sister.

"It's nothing, Luna. I've just been contemplating the order to deploy the Guard units to the rest of Equestria." Celestia replied, though she couldn't keep all of the worry from her voice.

"You're worried about the Guards?" Luna asked, her expression sympathetic.

"Not about the Guards, but peace. Having members of the Guard roaming about will make impressionable young ponies afraid. They may be excited at first, but my subjects have never witnessed true war, and I don't want ideas to become monsters all their own." Celestia explained patiently.

Luna, obviously worried, began pacing about, thinking on her sister's concerns. She finally paused, looking up at one of the statues. An earth pony stallion in armor, standing an eternal vigil. Even immortalized in stone, he seemed so bold, ready to rise up as if to come to life and defend Equestria again.

Celestia drifted up next to her sister, her face growing motherly. Luna's eyes had begun to tear up as she stared longingly at the statue. For several long moments, the sisters stood in silence, taking in the visage of Captain Everbold. A long, low shudder broke the silence of the night, tears dampened the grass.

Celestia's wingtip extended, brushing the water from Luna's eyes. The younger princess looked up at Celestia, and her older sister nudged her again. "You miss him, don't you."

Luna, overcome with her emotion, scooted forward, burying her head under Celestia's protective wing. "It's been so long, but I can't forget him. Why did he have to die."

Celestia, now losing herself to emotion as well, settled her sister on the grass, keeping her wing folded over Luna. "Soldiers die. They give their lives so that the rest of us can be free. Everbold was only truly free when he was protecting the ones he loved," Celestia smiled sadly, "and we both know how much he loved you, my dearest sister."

"He would know what to do right now." Luna whispered, sniffing back her tears.

"He is still here, Luna." Celestia looked up at the heavens above, admiring the jeweled blanket of stars that stretched across the great dark expanse. "Though he is gone in body, his spirit is still with us, his courage and valor lives on in the hearts and minds of every pony who stands up to guard us from the perils of this world. He gave us the strength to continue on, even after he was gone," Looking down again at her sister, she lovingly nuzzled her, "and he protected that which is most precious to me."

Luna drew closer to her sister, leaning up closer under her wing. There the two princesses remained as they watched over the night.

Chapter 1

A Change in Equestria

_ By order of Her Majesty Princess Celestia, all settlements and cities within the realm of Equestria are to be garrisoned. Ponies must make room available for the duration of the garrison period, until such a time as it is deemed safe for the garrisons to be recalled. It is requested that each individual or family with spare room take in one Guard, until each has been billeted._

_ The garrison is being assigned purely for the safety and well being of Equestrians. As such, all orders made by Guards are expected to be complied with to prevent harm and hardship upon anypony. If there are any issues, please contact your local Mayor with the issue, and it shall be seen to as soon as is feasible._

- From edict letters distributed throughout Equestria

The open courtyard of Equestria Guard Command were roiling with hushed whispers as rank upon rank of assembled ponies from every branch and unit of the Guard stood assembled upon the parade ground. The sun had yet to peek over the horizon, yet despite the cool of the morning and the darkness of the yard, all the Guard ponies were animated and wide awake with nervous anticipation of the day.

Younger stallions and the occasional mare were whispering in an excited hush, each speculating about the days events, rumors, and even a tale about clumsy Winterfly, who'd crashed headfirst into Captain Shining Armor's window while on arial coordination maneuvers.

The older staff seemed quite talkative as well, but their tone left little impression of the playfulness of their subordinates. Word had been circulating of deployment orders, and that could only mean one thing, conflict. Some older veterans, still wearing scars from skirmishes with rogue griffins, tussles with dangerous creatures, and even a pitched battle with dragons, spoke in hushed tones of enemies both near and far.

* * *

Looking down from his newly repaired window, Shining Armor frowned at the assembled Guard. If only they knew of the peril that endangered Equestria, this might be an easier task. Almost nopony had lived long enough to see a real war, let alone a mass garrison or the possibility of a full recruitment 'draft'.

From further back in the room, Princess Cadence emerged, nuzzling at her husband's blue mane. He looked at her with a wan smile at her bright, welcoming expression. She nudged him playfully with her head, careful not to prod him with her graceful pink horn. Shining Armor chuckled, necking her back.

"Don't be so nervous." She chided him playfully as magical blue light flashed from her horn, brushing his mane back into neat rows. "The old warhorses will think you're getting soft."

"Does it really show?" He asked with a smile.

"Like a filly with a brand new ribbon." She laughed, bringing a happy blush to Shining Armor's cheeks. Even in stressful times like these, Cadence knew how to make him smile. "What's bothering you?"

Shining Armor's face grew grim again. Deep underneath that strong facade, Cadence could see his unease. He turned and began pacing restlessly as he explained his concern. "Princess Celestia has issued the order to deploy the Guard across Equestria."

Cadence only nodded. This she already knew, and were it only that, Shining Armor would never take it this hard. He looked back at her. "I'm worried about how many new Guards we've drafted, some of them only half trained, others lacking in discipline, nerve, and other important qualities. I don't know if they could handle real combat."

A knot began forming in Cadence's stomach. All too recent were the events of Queen Chrysalis' attempted coup and the near sacking of Canterlot. Were it not for the power of their combined love and the might of Shining Armor's protection spell, the city would have been taken by the changelings, and all of ponykind enslaved to feed their appetite for love energy.

During that crisis, Shining Armor himself had been deceived by the crafty queen, and even the elite Royal Guards had been powerless to stop the tide of invasion. Worse yet, though they had rid themselves of Queen Chrysalis, there was no telling when she would return, and bring an army of hungry changelings with her.

"I see." She replied, her voice smaller.

"Many of them are still colts, barely able to join the Guard. I shouldn't have let Princess Celestia talk me into this." Shining Armor's voice rose with frustration. His tirade was cut short by Cadence, who drew close and kissed him.

"Hush now, don't let your worries rule you. They may be young, but so are you. You defended your home, and were strong enough to protect it when all seemed hopeless. They will rise to the challenge, just like you did. Have faith in them." The conviction in Cadence's voice brought warmth back to him.

He nodded, smiling again. "You're right. I'm sorry for losing my head."

"It's okay." She replied, returning his smile. "We all need a little encouragement now and then."

* * *

The whispering amongst the rank and file had become a dull roar as Guard ponies competed to be heard over their fellows without raising the volume, a task they were failing badly. At the front of a column of newer recruits, a small, dull blue unicorn with a messy red mane struggled to adjust his armor for the twentieth time, his eyes darting nervously towards the elaborate door where at any moment, Shining Armor would emerge.

It was just this poor pony's luck that he'd found himself at the front of the column this morning. He'd always been eager to please, but in his hurry, he'd missed a strap on his armor. Not wanting to make a bad impression, he wriggled himself around, trying to get the plate to shift right without breaking ranks, but the stubborn plate refused to fall into place.

"Heheheh, what's the matter, blank flank? Didn't your mommy put your armor on right for you before you went out?" Teased a large, brown unicorn from behind. He smirked down his nose, continuing his verbal assault. "Boldheart, they should have called you Boulderhead! The least you could have done was learned to use a little magic, instead of fiddling with that plate like an earth pony!"

Boldheart's face reddened as he squinted at the bigger unicorn. "What would you know about it, Rocktrotter?"

"Ooh, little Boulderhead wants to talk big." Rocktrotter mocked sarcastically, bringing more jeers and encouragement from his peers.

"Cut it, all of you." Snapped the pegasus to Rocktrotter's right, a large white stallion with a wild black mane and gold marks on his face. "Leave the poor kid alone, or we'll be having a talk after formation."

"A-aye, Thundercloud," Rocktrotter stammered as he leaned away from the menacing pegasus. Nopony liked to mess with Thundercloud.

"That's what I thought." Thundercloud snorted, then turned to Boldheart. "Here, let me help you with that."

Boldheart, his pride already stung enough, tried to scoot away from Thundercloud without moving his hooves. "I've got it! I don't need any help."

"Cute, now let me help you before you hurt yourself." Thundercloud insisted.

"No, I'm fine. Really." Boldheart replied, trying to stretch himself further from the pegasus. Suddenly his balance gave way, and he fell sprawling over onto the ground with a surprised cry.

"Something you wish to say, Private Boldheart?" A strong voice demanded from the stairs.

Looking up, Boldheart began to sweat as his eyes climbed the strong form of Shining Armor, who had just stepped through the door. All the other ponies snapped quickly to attention, leaving Boldheart to fend for himself.

"I, ah… ah… slipped," Boldheart stammered, rising to his hooves. Seeing the frown forming on Shining Armor's face, he quickly added the proper title, "sir!"

Sighing at the incompetent private, Shining Armor squeezed his eyes and shook his head at the ground. At least none of the royalty had been standing around to see the mistake. "Fall back in." He commanded.

Blushing bright as his mane now, Boldheart slipped back into his spot in formation. He tried to hold his head up, but the sound of snickers behind his back only made the humiliation worse. He was so preoccupied he almost missed Shining Armor's announcement.

* * *

"What!" The peaceful mood of the bright, sunny Ponyville morning was broken by the shout emitting from a large tree filled with windows, balconies, and a large sign with an open book, declaring it to be a library. Within it's walls, amongst the shelves lining the great trunk, a lavender pony trotted back and forth, her purple mane swishing as she babbled, mostly to herself about the letter she had just read. The letter in question floated around surrounded by a pink aura emitted from the mare's horn.

"I just don't get it? Why would Princess Celestia be sending Guards here? I mean, I can see the situation is dangerous, but is this really a necessary precaution?" She continued to pour her thoughts out, much to the confusion of the tiny purple bipedal dragon that watched her.

"I don't get it. What's the big deal, Twilight?" The little dragon asked, a bored expression upon his features.

"What's the big deal! Everything Spike!" Twilight replied anxiously, pausing her pacing to look over at her assistant. "There hasn't been a deployment of the Guard like this since the timber wolf attacks thirty-seven and a half years ago! It hasn't even happened in most ponies' recent memories, and it's going to be a logistical nightmare!"

Spike, far from concerned with the situation, sighed and turned to return to his chores. Just as he was about to start replacing books on the shelf, Twilight called for his attention again. "I'm going to need you to make a list of things we need to do to get Ponyville ready for the coming of the Guards.

Another sigh escaped the frustrated dragon, and he waddled over to the desk to pick up a quill and pen. He was about to start writing when a series of raps at the door broke both of their concentrations. Twilight trotted over to the door, her horn flashing as she opened it. Outside the door was another unicorn, this one white topped with a carefully styled purple mane and tail. She was doing her best to appear ladylike, but at the moment she seemed to excited to stand entirely still.

"Oh, hello Rarity," Twilight greeted, "what's got you so excited?

"Did you hear the news?" Rarity asked excitedly as she pranced in.

"News about what? You're not talking about the Guards coming, are you?" Twilight asked, her eyebrow raised.

"Why of course I am, darling." Rarity replied, brushing her hair to one side as she gave a sultry grin. "I can't wait to have one of Canterlot's best come over and stay as a house guest. Such handsome stallions!"

Further off in the library, Spike grimaced. Just what he needed, more competition for Rarity's affections. He began grumbling to himself about prissy Guard ponies under his breath as he returned to his book organization.

"Anyway, the girls and I were thinking about meeting up and watching them march in. It's supposed to be quite a display." Rarity's tone had dropped to a more normal level.

Twilight glanced around nervously, as if looking for an excuse to escape the invitation. "Gee, I don't know Rarity. There's so much to do to get ready for them, and I haven't even gotten started on organizing things for their arrival."

"Oh don't be silly! There will be plenty of time to get organized. They're not arriving until this afternoon, and I'm sure the others won't mind helping out."

Unable to argue with Rarity's insistent logic, Twilight conceded. "Okay, I suppose."

"Good, I'll get the others and meet you at Sugarcube Corner." Rarity said happily as she turned and headed out. She didn't seem to notice Twilight's nervous shifting.

Twilight closed the door behind her friend, then made her way slowly up the stairs to her bed, where she threw herself onto the neatly embroidered blankets and stared out the window at Ponyville. For several long seconds, she lay there on her belly, watching happy ponies playing in the warm day as she wrestled with her feelings. Closing her eyes, the young unicorn began to sing.

_"Something awful is brewing,_

_ And I see what the Princess is doing._

_ I know that the Guards have to come,_

_ But with all the places they're from,_

_ They're strangers to me."_

_ "Brave ponies they may be,_

_ They keep our homes free._

_ I'm glad for what they do,_

_ But they're strangers to me."_

_ "Oh my friend Rarity,_

_ Why can't you see?_

_ I just don't know what to do,_

_ They're strangers to me."_

* * *

For Rarity, the announcement that the Guards were coming was like a dream come true! All those big, brave, handsome stallions coming marching in to protect her! It was more than she could ever hope for! Of course, they weren't really coming for her specifically, but why split hairs? It had been too long since her last tryst, and Princess Celestia had pretty much gift wrapped a dream and handed them to her on a silver platter.

She gave a happy squeal as she trotted down the street, already imagining the gallant, noble Captain she was sure to have as a houseguest. She was so busy daydreaming that she didn't see Applejack pulling her apple cart until she waltzed into the blond maned orange pony, knocking them both into an undignified heap.

"Whoa there, Rarity! You okay?" Applejack asked as she pulled her favorite cowboy hat back atop her braided mane.

"Oh, Applejack. I must apologize," Rarity collected herself from the dirt and began fussily brushing her triple diamond cutie mark off, "it was clumsy of me to bump into you like that."

"It's no problem." The sturdy mare replied with a friendly smile. "So where yall off to in such a bustle?"

"Actually, I was on my way to find you." Rarity replied, her horn glowing soft purple as she drew out the edict letter. "A unit of the Guard will be coming to Ponyville, and I wanted to find out if you would attend the marching in ceremony with me."

"Why I'd love to, Rarity."

"Wonderful! Now, I told Twilight that we'd meet up at Sugarcube Corner after I found the rest of the girls, so if you wouldn't mind meeting us there, I would appreciate it."

"Of course, but don't go lookin' fer Fluttershy. She won't be home till tomorrow." Applejack advised as she pulled her harness back on properly.

"Aw, what a shame she'll miss the march. Oh well, I suppose it can't be helped." Rarity turned to go, then paused. "Oh and Applejack, if you see Pinkie Pie or Rainbow Dash before I do, be a dear and ask them to come."

"Sure thing!" Applejack replied, then headed off on her way.

* * *

A little self-conscious after so rudely bumping into Applejack, Rarity decided to be a bit more cautious. After all, a lady does not cavort about and crash into one's friends. Still, it was hard to get the thought of her dream-guests-to-be entirely off her mind. She decided instead to hum a tune to herself as she made her way out to Rainbow Dash's cloud house.

The house, much as the name suggested, was a floating mass of clouds, with classic pillars, rainbow waterfalls, and

all the puffy whiteness one would expect. That may have been partially due to the fact that the house really was made of clouds. Rarity may not have been able to get up into the airborne home, but she could still try to get Rainbow Dash's attention.

"Oh Rainbow Dash! Are you home!" Rarity called out towards the low-flying cloud. For several long moments no answer came. Rarity prepared to try again, but stopped when she noticed a rainbow colored mane partially flop over the edge of one of the higher clouds.

"Ah, there you are! Would you come down here for a moment!" Rarity tried to keep her voice as ladylike as she could while yelling up at the cloud.

The rainbow colored mane shifted again, this time to reveal the sky blue face of Rainbow Dash, who started rubbing sleep from her eyes. She blinked twice more, then laid her head back down and fell asleep again.

"Ah! Of all the nerve!" Rarity cried irritably with a frown. "Rainbow Dash! Wake up this instant!"

Rainbow's head shifted again, then a pair of blue hooves appeared, scooped up some cloud, and stuffed it unceremoniously into her ears. Rarity very nearly burst with indignation at the sight. Her horn glowed intensely, and suddenly Rainbow dash was yanked from her cloudy perch by Rarity's aura of purple magic.

Rarity realized too late that she wasn't strong enough to hold her friend in the air like this for long. With a squeal of dismay, she dropped the rainbow maned pony plummeting towards the ground. Rainbow Dash awoke with a start, and seeing the ground rushing up at her, spread her small blue wings, catching the air around her. Descending slowly, she glided down for a perfect landing in front of Rarity, who was in the middle of a panic attack.

"Heehehehaha, are you okay Rarity?" She asked with a grin, then realizing she had cloud stuffed in her ears, proceeded to pull the cotton-like vapors free.

"My goodness, you gave me a scare!"

"Heeheehee, sorry about that. I wasn't really all that awake. So what did ya want?" Rainbow Dash asked.

"Well, I wanted to invite you to come watch the Guards come marching in with us. Twilight, Applejack, and I are all going to be there, and Pinkie Pie will probably be joining us too." Rarity explained.

"Sure, I'll come." She answered. "Say, we should get something to eat. Wanna come to Sugarcube Corner?"

"That's just what I was thinking." With that, the two friends set out to for Ponyville, chattering, laughing, and sharing their thoughts about what the day would bring


	2. Chapter 2

Chapter 2

Coming of the Guard

By the time the girls had gathered together at Sugarcube Corner later that day, a large crowd of excited ponies had grouped up around the central avenue. There was a huge ruckus as many of them tried to catch a peek at the approaching marchers coming up the path. Speartips and armor gleamed in the late day sunlight as the column grew nearer, each stallion moving in step, as if they were one great body.

Rarity and Rainbow Dash approached, when they were suddenly accosted by a bouncy pink ball of energy. The mare called out to them in a bubbly voice, her magenta mane a huge bundle of springy curls that bounced along with her every energetic hop.

"Hey, hey! Over here Rarity!"

"What's up Pinkie?" Rainbow Dash hollered back, gliding over to where she was bouncing next to Applejack.

"Did you see them! There's a whole bunch of 'em heading this way! They look all stiff too, like they do every time we see them, except now there's more of them! Well, not as many as there was at the wedding, but more than most any other time we see them!" Unable to contain her excitement, Pinkie Pie accelerated into random energetic talking.

"Has anypony seen Twilight?" Rarity asked, looking amongst her friends. "I hope she's not going to be late."

"I think I saw her over by Quills and Sofas a couple a minutes ago." Applejack replied, craning her neck about. "Maybe she's just havin' a tough time with this here crowd."

"Perhaps, though she did seem a bit nervous earlier. Maybe we should check up on her." Rarity didn't hide the concern in her voice.

"Sorry it took so long." Twilight's voice suddenly came from amidst the press of ponies. "Excuse me, oh sorry, coming through."

Squeezing between a cluster of mares and a building, Twilight finally extracted herself from the crowd and trotted over to her friends. "Whew, tough crowd today. I wasn't sure I was going to make it."

"We're glad you're here, Twilight. Now let's get a spot before the entire procession goes by." Rarity suggested.

"I'm on it!" Rainbow dash yelled, then took off over the crowd. Speeding over the energetic mob, she finally settled on a spot right at the edge of the formation's marching path. Gesturing for the others, she then turned to watch as the first ranks started entering the town.

With all the energy of a pent-up spring, Pinkie Pie launched herself into the air with a whoop, bounding through the press of bodies and coming to a stop right next to Rainbow Dash. "Boy that was fun! Let's do it again!"

"Maybe later," Rainbow Dash said, "we don't want to lose our spot."

"Okie dokie lokie!" Pinkie Pie replied.

The others took a bit longer, and by the time they managed to pop through, the Royal Guards in their golden armor were almost past them. Twilight squirmed roughly around another pony, and was shoved forward from behind. She stumbled out into the marching path, nearly losing her footing.

The Guard on the corner of the next column, a large white stallion with long dark hair caught her as she reeled, steadied her, and continued marching without missing a beat. As he passed, he flashed a smile at her. Twilight found herself sitting right next to the marchers, watching the column go by with a surprised look on her face.

Rarity took her eyes away from the parade just long enough to note the expression on her face, then smiled to herself.

* * *

The columns had remained only long enough to take a parade formation, where Shining Armor handed command of the new Ponyville Guard over to a stallion named Thundercloud. Immediately afterwards, they set to marching again, disappearing down the road on their way to the next destination.

"Aw yeah, that was so awesome!" Rainbow Dash exclaimed. "I'll bet they get to hang out with the Wonderbolts all the time!"

"It was rather impressive, and some of those stallions were positively gorgeous!" Rarity added with a smile. "Now if only their armor had a bit more flair. Perhaps if they embedded some gemstones to compliment the gold."

"I don't even know what I'm going to do with all these new friends to meet! There must have been like a million of them! Or maybe even two million! I'll have to throw them a party every day just to give them all a party! Or maybe just one big, super spectacular party for everypony in the entire town, so that everypony can get to know every other pony! This is going to be great!" Pinkie Pie squealed with delight.

"Actually, each column consisted of one hundred ponies in a formation called a Century. It's based on the old pegasus system for military founded back when the Poseidian Empire still stood." Twilight explained.

"Speaking of pegasus, I noticed you picked up an admirer, Twilight." Rarity teased, relishing the gossip.

"Admirer? Please, he just caught me. It's not like he even noticed I was there." Twilight answered defensively.

"You don't need to worry," Rarity said, still in the mood to play the talk out, "it's perfectly natural for a filly your age to catch the eye of some charming young stallion. I'm sure you've had a special somepony a time or two."

"Nope!" Twilight answered proudly, as if it were some achievement.

"Twilight, you're telling me you've never been around boys before?" Rarity looked at her friend in surprise.

"Well, not really. What does it matter if I spend time with boys?" Twilight replied, looking a bit confused.

"Oh come on, Twilight! Boys can be fun!" Pinkie Pie interjected.

"Yeah, Twi. Ya don't wanna spend yer life all lonesome, do ya?" Applejack added.

Without warning, Rarity sidled up to Twilight her voice hitting a singing note as she began to take on a dreamy look.

_ "Look out there, what do you see?"_

"Um-" Twilight attempted to respond, but was cut off before she got the chance.

_"A handsome boy looking right over at me."_

"Yeah but-" Again her protests went unheard.

_"We'll dance at the ball,_

_ He'll swirl me 'round the hall._

_ Whisper poems in my ear,_

_ Call me his one true dear."_

"Or mare!" Pinkie Pie added.

_"A handsome boy is what I long for._

_ What girl could ask for more?"_

"I really don't see why it-" Twilight tried.

Pinkie Pie, caught up in the excitement, began to sing as well, bounding in circles around the others.

_"I always love to laugh and to run,_

_ Boys always make it so much more fun!_

_ They're cheerful,_

_ They're playful,_

_ They love fun games!"_

"What does that got to do wi-"

_"Lots of new friends is what I long for!_

_ What girl could ask for more?"_

"Okay, I get it. Boys can be fun, but do I really need to tromp around with a boy to enjoy myself?" Twilight finally managed, breaking up the musical.

"You're missin' the point there, sugarcube." Applejack said with a smile, before continuing the melody.

_"A good boy is steadfast when you need a friend,_

_ He'll love ya and and stay by, to the very end._

_ Goin' out for the day,_

_ Or rollin' in the hay._

_ An' gettin' that first kiss,_

_ Way ta make a girl's day."_

"Kiss!" Twilight's eyes went wide with surprise at her friend's suggestion.

_"A lil companionship is what I long for._

_ What girl could ask for more?"_

"Rainbow Dash, help me out here." Twilight begged, hoping for some kind of support.

"Actually…" Rainbow Dash started, somewhere between embarrassment and pride.

"Not you too." Twilight moaned impatiently.

_"I'm not much for boys, but I love to race,_

_ And they're all the ones who keep the pace!_

_ Speeding through the clouds,_

_ Racing like the boys do._

_ If you could ever fly with them,_

_ You'd love to hang with boys too!"_

"This is hopeless!" Twilight cried.

Rainbow Dash launched herself into the air, spinning like a corkscrew as she finished her lyrics.

_"A good boy who keeps up is what I long for!_

_ What girl could ask for more?"_

"I don't have time for boys!" Twilight, having finally lost it, yelled at the top of her lungs. The song came to a screeching halt as the others stared at her in surprise. Blushing a little, Twilight glanced around. "Well I don't…"

* * *

Out in front of Ponyville Town Hall, the Guards had assembled, and were awaiting orders from Thundercloud, who had promptly left the impatient ponies to stand rigid under the eyes of the locals, each one as stiff as a board. Still holding his place amongst the first rank, Boldheart glanced about, taking in the sights of his new home.

Only a few of the buildings rose more than a few of stories off the ground, each with sloping roofs and a quaint, picturesque design to them that made Boldheart think of those pretty murals in the Trottingham Museum of Art. He was also a little surprised to see just how many mares there were compared to stallions. He paused for a moment, trying to decide if there were just more of them, or if all the stallions were out working. It would have made sense, except that it was getting late, and the sun was sinking slowly behind the horizon.

The horizon! What if they didn't get a place to sleep tonight? What if Thundercloud decided they would exersize all night? Haunting memories of Hoof Camp flitted through his mind, turning his stomach into knots. He started looking about, wondering if any of the others knew. No, they couldn't know either, since no one had announced what was happening.

Boldheart wanted to move so badly now, his ears itched, he was worried, tired from the long march, and now that he thought about it, he hadn't even gotten a mouthful of grass since early that morning. To make matters worse, a pink filly with a crazy mane came bounding up, stopped at the formation, and grinned at them.

"Hello!" She bubbled, giving the Guard ponies a huge grin. "My name is Pinkie Pie, and I wanted to be the first to greet you all to Ponyville!"

Just ignore her… Just ignore her… Just ign-

Pinkie Pie dashed off like a bolt, then reappeared pushing a cannon, which she promptly pointed at the assembled ponies. Was she some kind of loony! Boldheart felt his adrenaline surge, anticipating the order to attack, or break ranks, or something! He wasn't alone.

Upon seeing the cannon, the entire column shifted like a ripple, then within a single moment, the Guard broke formation and went everywhere. Many of the younger colts bolted, shouting in surprise. Several of the older ones charged Pinkie Pie, who being herself, whooped and fired the cannon, spraying balloons and confetti amongst the spooked ranks.

"Isn't this fu- Oof!" Pinkie didn't get to finish her sentence as she was tackled to the ground by no fewer than four of the Guard.

One of the more zealous Sergeants, seeing everything falling apart, started shouting orders. "We're under attack! Form up and prepare to charge! Scouts, spread out and locate the enemy! Give 'em blood and take no prisoners!"

Some of the ponies responded, while others took cover in the shadows of buildings, brandishing their spears at anypony who came near. To make matters worse, several of the mares panicked at hearing the announcement of attack, and began screaming. They too scattered in every direction, causing more and more ponies throughout the town to go racing off.

Boldheart, still stunned by the blast of confetti that had taken him full in the face, responded to orders immediately, taking up a fighting stance, and waited for someone to attack him. Then he saw it, a small group of fillies that came charging straight at the holding remnants of the Guard unit.

"For Equestriaaaa!" He shouted, charging straight at the group, his horn lowered to attack. Two others passed him before he realized they weren't coming for him at all, and he attempted to skid to a stop by planting his hind legs, but to no avail. He went sprawling straight into a blur of white and purple, sending the mare tumbling to the ground with him.

"Oof! Watch where you're going, you… you… brute!" Rarity squealed, trying to disentangle herself from the unfortunate Boldheart by kicking him repeatedly.

"Ow! Hey, cut it- Oof! Sto-" Boldheart protested, but the furious fashionista continued her assault.

"Take that, and that!" She yelled, battering him with her hooves.

"Stop it!" Another voice shouted, sending both of the entangled combatants whirling away from each other in a wave of pink magic.

"Ahh," Boldheart let out involuntarily as he picked himself up, "she's the one that kicked me."

His response went unheard, as Twilight had already rushed over to sort out the combat that had developed between Rainbow Dash, Applejack, Pinkie Pie, and the four Guard ponies who tackled her.

"Owwie, that wasn't a very good group hug." Pinkie Pie complained as she extracted herself from the mess of hooves. "Somepony is going to get hurt like that!"

"What is going on out here!" Thundercloud demanded as he burst forth from the Mayor's office, followed by the grey maned tan mare, known only as the Mayor.

"We were attacked by the pink mare with that cannon." A ramrod backed Sergeant stated matter-of-factly, gesturing to the artillery piece Pinkie Pie had brought out.

"Heehee, oh that! That's just my party cannon!" Pinkie giggled.

"Your ponies attacked mah friend here!" Applejack pushed herself to her hooves, frowning angrily.

"Well, it was only confetti and balloons." Boldheart said, trying to calm things down.

"It is a weapon! We could have been killed!" The order shouting Sergeant, a lime green earth pony named Citrus Burst, yelled back. He trotted up to Applejack, and they began shoving each other about.

"Stand down!" Thundercloud ordered furiously. "I don't care who's fault it was! You are all to return to formation, and await my return! And if I catch even one of you moving for anything less than Princess Celesta herself, there will be chaos to pay!"

The sullen Guard ponies formed back into ranks, a few of them shooting dirty looks at the mares, particularly Rainbow Dash, who had taking to making faces at them. Boldheart sighed to himself, shaking his head. This wasn't how he wanted to start his first assignment at all…

* * *

Thundercloud pushed the door shut gently behind the Mayor, his head hung in frustration. "I apologize for the behavior of my Guards. Many of them are half-trained colts who spook easily. I should have kept a better eye on them.

"Oh, it's quite alright." The mayor replied with a knowing smile. "I've seen the trouble our fillies can get into when they lose their heads too."

"I'm glad you understand." Thundercloud nodded over to the table where a map of Ponyville sat with small, colorful markers poking up here and there. "Shall we get back to business?"

"Of course."

They began discussing the map once again, gesturing to the little markers placed here and there. Some were rally points for the Guard, while others marked the locations each of Thundercloud's ponies would be staying at. It was a complex task, finding suitable locations for the troops amongst the volunteer residences that would work with the unit's needs.

"I will take this residence myself." Thundercloud gestured to the library, which sat relatively close to the center of the map. "It'll make a good spot for me to coordinate from, and I'm already familiar with the resident's brother. I'm sure she won't mind me much."

"Hmm… Twilight would probably take better to someone she knows. I suppose it won't be a problem." The Mayor concluded.

"I think it would be best to place Sergeant Ramrod here, at Sugarcube Corner. He'll be able to keep an eye on the younger ones who might try snacking too much."

"A good idea, especially considering Pinkie Pie's love of partying. I would be distressed if anything were to get out of hand in the Cakes' home." The Mayor agreed, nodding her head. She stretched, yawning as she took a few paces back from the table.

"Perhaps you should get some rest, Madam Mayor. It's been a long day, and I can handle the rest from here." Thundercloud suggested.

"Thank you, I think I will take your advice." She turned and headed to the door. "Good night, Lieutenant Thundercloud. I will see you in the morning."

With that, she departed, leaving him alone in the office. He looked back at the map, and at the library more specifically. The Captain's sister, she would be an interesting roommate indeed.

* * *

It was well after midnight when a weary Boldheart tottered his way into Sweet Apple Acres' barn. He had been among the last assigned, and had the furthest to travel to his temporary residence. He stumbled over to the hay he'd been allowed as bedding, then began shedding his heavy armor. Old iron plates clattered quietly to the earthen floor next to a short blade Boldheart had been given as a weapon.

Even through tired eyes, the young Guard smiled down at the tired blade and battered armor. Boldheart may have been a misfit, but he was proud of the few things he's earned. They said he would never make it, but he had endured. The bigger stallions had teased him about being small and weak, yet here he was, a Guard himself. Even if there was never a single spark of magic from his horn, he would prove to them he was no ordinary pony. They may have been battered old gear, but they were his, and he was proud of them.

Settling into the hay, he snuggled down in a little ball, letting out a long yawn. It had been a hard day and his hooves were sore, but he was here, standing for his home and all he loved. As his eyes closed, he thanked Princess Celestia. No matter what, he would be strong


	3. Chapter 3

Chapter 3

Strangers in Our Midst

A quiet had settled over Sugarcube Corner as the stars twinkled overhead. Inside, Mr. and Mrs. Cake were busily trying to get everything ready for their new guest. Off in the nursery room, Mr. Cake, a lanky orange pony with an underbite, was settling the twins in their crib, fretting over the antics of the playful baby foals.

"Now behave, Pound Cake. No flying." Mr. Cake's usually mild voice was at the edge of stress as he tried to reach his fluttering pegasus youngster. It was such a hassle for a plain old earth pony like him to deal with two very different children. "Pumpkin Cake, it's not time for chewing on things."

He promptly took a wooden block from his unicorn daughter, who promptly started crying and flailing her hooves. Fumbling around, he took hold of a bottle and plopped it into Pumpkin Cake's mouth, silencing her complaints. The happy babe began gurgling as she suckled at the bottle.

"Whew…" Mr. Cake wiped his brow after depositing his children in their bed. "Never a dull moment with those two."

* * *

Meanwhile up in Pinkie Pie's boarding room, the energetic pony was helping Mrs. Cake settle in an entirely different sort of guest. The large, powerfully built brown earth pony with a blond mohawk stood statuesquely to one side as Mrs. Cake bustled about with blankets, pillows, and other niceties. The plump blue mare chattered nervously as she dashed back and forth, her pink frosting mane bobbing comically.

"I do hope there's enough bedding for you, Mr. Ramrod, sir."

"That is Sergeant Ramrod, mam." The stern stallion replied, his tone lacking any inflection.

"Ooh, sorry. Sergeant then." Mrs. Cake gave a half smile before hurrying out of the room once more.

Pinkie Pie was oddly silent, watching the big pony with an enormous smile, as if waiting in anticipation for something spectacular to happen. Deep within the recesses of her mind, she was already planning her weeklong party with the newcomer! There would be streamers, balloons, and lots of cake! They would dance and play and sing all day and all night long! It was going to be so much fun!

Mrs Cake finally deposited the last pillow atop the carefully stacked bedding, sighing with relief. "I hope there will be enough for you, sir! Just want you to feel welcome. Oh, could I get you anything to eat before bed?"

"No thank you, mam. It is not healthy to eat right before bed." His voice still betrayed no emotion.

"Well okay then. Pinkie, don't stay up too late. We want the Sergeant to get his sleep." Mrs. Cake chided before disappearing out the door.

"Okie dokie, Mrs. Cake!" Pinkie called after her, then turned her attention once again to Sgt. Ramrod.

"Soooo," she began, her eyes practically sparkling with excitement, "watcha wanna do first! Do you wanna play a game, or sing a song? Ooh ooh! Maybe I can show you Gummy! He likes making new friends!"

Sgt. Ramrod didn't respond. He reached into the pile of bedding, drew out a single blanket, and laid it upon the floor. Then, losing none of his straightness, he laid over on his side, closed his left eye, and simply stopped moving.

Pinkie Pie sat there for several long moments, looking nonplussed. Did he just go to sleep? Nah, that would be silly. Why would somepony sleep with his eye wide open like that? Not that it was that big of an eye, since his eyes wide open were only like as big as her eyes half closed, but it still wasn't a good reason to sleep with his eye open.

"Umm…" Pinkie leaned forward, looking at the prone stallion. "…are you okay? You're looking kinda funny."

"I am attempting to sleep." Ramrod's voice still lost none of it's tone or volume.

"Well that's silly! How are you going to sleep with your eye open?" Pinkie asked, more excited to get an answer than what that answer would turn out to be.

"I always sleep with one eye open." He replied.

"Why do you do that? Is it because you don't have an eyelid on that eye! Did you lose it when you got all those scars! How did you get those scars anyway!" Pinkie Pie started to bubble as she squirmed into bed, hoping he would tell her a fun story. Maybe even one about monsters and dragons! It was all so exciting!

"I was wounded in a fight."

"What kinda fight? Was it a really big battle with hundreds of guards against a giant… spider or something!" Pinkie goaded, hoping to get more.

"No."

"Umm… how about trying to save a beautiful Princess from the evil ninjas! Or maybe you were working with Con Mane to save the world!"

"No. I am going to sleep."

"Okie dokie!" Pinkie responded, feeling just a bit less enthusiastic about her guest. Why didn't he want to play with her? She would have to try something else later.

* * *

Twilight and Applejack finally arrived at the library, where they parted ways.

"See ya later, Twi." The redoubtable earth pony called as she headed off.

"Goodnight Applejack." Twilight walked up to her door, her horn glowing just long enough to nudge it open for her. The sound of happy voices reached her ears. Spike was talking to somepony. She knew she shouldn't be alarmed, knowing a Guard was supposed to come to stay, but somewhere deep inside she felt nervous knots forming. This was her home, and with all that had happened, letting a stranger in felt wrong.

It was a big surprise to her then, when she saw the Guard pony who had caught her at the parade, cheerfully chattering away with Spike. "-and then I said, 'what are you talking about? That's a horseshoe!'"

"Bahahahaha!" Spike burst out laughing, joyful tears pouring down his cheeks as he rolled on the floor.

The handsome big pegasus turned, as if seeing her for the first time. "Well good evening. Twilight Sparkle I assume?"

"Uhh, have we met before?" She asked nervously, a little edgy from his forwardness.

"Not since my men got rowdy earlier, though I do seem to recall a lovely young filly falling into my hooves during the march today." Thundercloud answered, his voice soft. "Please allow me to introduce myself. My name is Thundercloud, and it is a pleasure to meet you."

"Spike, can we talk for a moment!" Twilight couldn't help but feel alarmed at the behavior of her guest.

"Uh, sure Twilight? What did you want to talk ab- woah!" Twilight grabbed Spike and trotted into the next room, slamming the door and leaving a perplexed looking Thundercloud behind.

"Geez, what was all that about!" Spike demanded, rubbing his head.

"What is _he_ doing here!" Twilight was far too shaken to even consider Spike's question.

"Well, he's here to stay while the Ironhoof Century is in town." Spike answered. "He's the Lieutenant in charge of the unit."

"Okay, so how did he know who I was! I've never met him before!" Still unsettled, she kept glancing back at the door as if a monster waited on the other side.

"He says he's a friend of your brother, and we had a talk while we were waiting for you to get back." Spike's demeanor changed from flustered to cheerful. "He tells some really great stories too! Man, that one about the horseshoe, hilarious!"

"We're getting off topic here." Twilight said, suddenly annoyed. How had this stranger just walked in and taken over? It didn't make any sense. He was a stranger, wasn't he?

"Twilight, are you okay? You don't seem to be yourself." Spike asked, one eyebrow raised.

"I… oh I don't know Spike." Twilight suddenly sat down hard, her head hung. "I'm not sure what's happening to me. Ever since I first heard they were coming, the first time I saw him in that formation…"

Spike grinned cheekily, his voice dropping to a tease. "Oh I get it! Not getting a crush, are we?" He asked, elbowing her gently.

"No!" Twilight yelled, her face reddening at the suggestion. "I don't even know the pony! Why would I ever-" She stopped abruptly, unsure of herself. "Is this how it's supposed to feel? I mean, is this really love?"

"Y'know, love is a funny thing. It's all squiggly and wormy." Spike paused, then spoke again. "Maybe you should ask Rarity about it! She seems to know a lot about that kind of stuff!"

"I suppose so." Twilight said, seeming to draw some of her nerve back. "I shouldn't judge a pony I don't know so quickly. He's probably a nice guy anyway."

"That's the spirit!" Spike answered, guiding her back through the door into the main room.

As soon as she set her eyes on him, however, Twilight's nerves abandoned her again. She wanted to be anywhere else. Her stomach pitched, and a sudden burst of magic enveloped her, sending the surprised filly instantaneously outside the library door.

For several long seconds she stood there blinking. Unable to explain her own weird behavior, she began talking to herself quietly. "Why can't I confront him? He's not scary… He should be charming… So why do I feel so wrong about this..?"

It took her nearly half an hour before she managed the nerve to open the door, ask Spike to get their guest settled, then depart for Rarity's house. Sure it was late, but Rarity was her friend. She would know what to do.

* * *

Rainbow Dash found herself leading another pegasus to her cloud house. It wasn't really a big deal to her who it was, had it not been for the fight. Now she was expected to play host for some Guard pegasus like a bored housemare.

"Don't expect anything fancy, _boy_." Rainbow snorted.

"Oh, I don't expect _anything_from you." The tan and brown blotched pegasus mocked with a snarky grin as he flew past her. "Why would I, after all you're just a _girl_!"

Rainbow Dash's eyes practically blazed, "Just a _girl_, am I! I'll show you who's a girl!"

She suddenly accelerated, speeding by him like a bolt. Gritting his teeth, he set out to catch her. They began climbing, shooting off into the cloudy skies, each determined to outrun and outmaneuver the other. Rainbow shot up through the clouds in the lead, then pulled a hairpin turn, launching herself back at the other flier.

"Yaaaah!" He shouted, barely avoiding her flight path as she barreled past him. "You'll pay for that!"

"In your dreams, fly boy!" Rainbow laughed, corkscrewing back through the clouds and disappearing.

He whipped himself around, pursuing the laughing girl. He hardly noticed how thick the clouds had gotten until they suddenly broke, revealing a rock face speeding straight up at him! For the second time he lurched about, narrowly dodging a dangerous crash.

"Bahahahaha! And you call yourself a flyer!" Rainbow's laughter went on unabated.

"I'm not done yet!" He yelled back, taking advantage of her lapse of concentration.

Rainbow Dash felt a pair of hooves wrap around her, squeezing her tight, and pinning her wings down. "Woah! Hey let go!" She demanded, a hint of fear in her voice.

"Not a chance, _girl_!" He laughed back, sweeping down into the trees with his unwilling passenger.

"You're gonna get us both killed!" Ranbow Dash squealed, trying to get loose, but his grip was too firm to wrestle free from. He carried her through the trees, whipping through the woodland with ease. Rainbow found herself holding her breath at some of the vicious turns he risked while carrying her, yet at what seemed the last instant he always managed to pull another maneuver, sending them careening out of danger.

"Hehe, not bad, _boy_! You got a name!" Rainbow asked, her fears deserting her in the sheer, adrenaline fueled rush.

"The name's Wildfire!" He answered with a grin.

"Wildfire! I'm Rainbow Dash!"

"Okay, Rainbow Dash! Do you think you can keep up with me in here!" He watched her, his fiery red mane whipping about his head.

"You know it!" She returned his reckless grin. His hooves came loose, and for half a second, Rainbow Dash almost forgot to open her wings. Narrowly dodging a tree, she started her pursuit of him in turn. "You did that on purpose!"

"Haha, of course I did! Watcha gonna do about it!"

* * *

Applejack was even longer getting home than she expected. With thoughts of another fight growing in her mind, she had insisted on escorting each of her friends home, and eyeing the Guard ponies suspiciously. Sure they were there to protect everypony, but the ruckus earlier only proved to her that not everypony played nice.

"It's not like Pinkie Pie shoulda known they would get all fussy about her cannon." She said to nopony in particular as she walked into the quiet house. Only the sound of Granny Smith's soft snores broke the silence of the night.

Seeing the old green mare sprawled out in her favorite cushiony chair, Applejack couldn't help but smile. She slipped over and quietly tucked a warm blanket from a shelf around her granny. "Sleep tight, Granny Smith."

"Hmm, sleep tight young'un." Granny Smith mumbled in her sleep, then proceeded to snore again.

"AJ, is that you?" The soft, mellow voice of Big Macintosh came from the top of the stairs. The massive red draft horse plodded slowly down the stairs, shaking his orange mane to get it out of his face.

"Yeah, it's me." She whispered, tip-hoofing over to her big brother.

"Is sumthin' botherin' you?" He asked, his face just hinting at a frown.

"Oh it's nuthin'. There was just a tussle over at Town Hall. Pinkie spooked some o' the Guard ponies with her cannon, an' they got all panicked!" Applejack didn't notice how loud she was getting. "I mean who the hay do they think they are! They can't just go trottin' around pushin' us about like they own the place!"

"It's okay, Applejack." Big Mac offered comfortingly. "Even Guard ponies get scared."

Applejack's eyes opened wide. Suddenly the whole thing made sense! She smiled at her brother, a little embarrassed by her attitude. "You're right, Big Macintosh. Ah didn't think about it that way before. Ah am real sorry about that."

"No problem." The draft pony smiled back. "Now you best get some sleep. Lots o' work to do tomorrow."

"Right again, as usual." AJ replied, then stifled a yawn. "There'll be a lot of hungry Guard ponies about, an' we'll have ta be ready ta feed 'em!"

As the two siblings made their way up the stairs, Applejack paused. "Oh yeah, we do have a house guest of our own. He's out sleepin' in the hay fer now, but maybe we can put him up in one o' the spare bedrooms later?"

"Sure thing." Big Mac answered.

As they passed, neither one of them noticed the small crack in their little sister's door. The tiny yellow filly peered out into the hall from her dark room, listening in to every word. Somepony was in their barn? She'd have to look into that! Who knew what kind of opportunities this new pony would bring for her and her friends, the aptly named Cutie Mark Crusaders, to learn their special talents, and with them, their cutie marks!

* * *

Rarity had the most wonderful evening imaginable! Silvermane and Citrus Burst, despite the earlier incident, had been the very model of decency since meeting the beautiful white unicorn. She had invited them to dine with her, asked them about Canterlot, and had a lovely talk about the latest gossip.

Citrus Burst seemed completely taken, doing nothing but complimenting her, while Silvermane practically waited on her mane and hoof. By the time they settled down, Rarity felt as if she were indeed a Princess.

* * *

Rarity was sprawled out on her curtained bed, her eyes covered by a frilly eye mask, when a sharp tapping started interrupting a deliciously romantic dream she was having. She rolled back and forth, moaning something about getting cake on her dress when the tapping grew too much. Sitting up sharply, she took a second to figure out that this wasn't a garden party, and that she wasn't Princess Celestia's second cousin. The tapping persisted, coming from the front door.

"Now who could that be at this hour?" She asked herself huffily, tossing aside the eye mask. She made her way to the door, opening it just a crack. "Who is it?"

"It's me, Rarity." A small voice came back.

Rarity opened the door, startled to see her friend. "Twilight? What are you doing here?"

Twilight was standing at her door with a distressed look on her face, her ears pulled back. "I need to talk to you. Something's wrong and I don't understand what's happening."

"My goodness! Come in dearie, and we'll sort it out, okay?"

Twilight tried to smile. "Thank you Rarity."

"Oh my." Rarity replied, having heard Twilight's story about her encounter with Thundercloud, and the distress it was causing her. Her first impulse had been to tell her friend how wonderful it was that she had finally found someone. As Twilight went further though, the more she understood. Sure, Thundercloud was a handsome, wonderful stallion, and Twilight might be falling for him, but it was frightening her friend so much that Rarity couldn't accept it as love alone.

"He does sound a bit forward." Rarity said after a long silence. "I tell you what. Tomorrow I will go with you and have a talk with this Thundercloud. Perhaps he just doesn't understand that he's making you uncomfortable."

Twilight let out a long sigh, then nodded her approval. "Thank you again, Rarity. You're a wonderful friend."

"Think nothing of it, Twilight. I will not have a friend of mine so upset and do nothing about it."

"I suppose I should be getting home now." Twilight gave a half smile as she rose to leave.

"Nonsense!" Rarity exclaimed. "You're already distressed enough as it is. I insist that you stay here with me for tonight. We can confront your problems together in the morning."

"I… okay." Twilight finally smiled. "I don't know what I'd do without you."

* * *

Rainbow Dash wasn't sure what time she made it home, or what happened afterwards. All she could be certain of was that at some point she and her new friend had managed to get home, got to her bed, and fell asleep. It had been one wild night!


	4. Chapter 4

Chapter 4

Blank Flank!

The sun peeked over the horizon with the dawning of a new morning, and the barn of Sweet Apple Acres glowed warm, cheery reds in the soft light. Apple Bloom quietly nudged the barn door open, peering into the dimly lit enclosure for some sign of their guest.

"Ah wonder what sorta pony he is." The filly whispered to herself as she crept in.

Spotting something oddly blue and red in the hay, her expression brightened. Drawing closer, she tried to keep from making a ruckus, lest she waken the sleeping unicorn. She peered up over his flank, taking in his off-blue coat and red mane, along with his cutie mar…

"What!" Apple Bloom exclaimed suddenly. She stared openmouthed, unable to vocalize the stabbing sensation deep within her. "Where's yore cutie mark!"

Boldheart, feeling his heart leap up his throat as wakefulness flooded his senses, sprang to his feet as he whipped about to face the newcomer. He was a bit quicker than his balance however, and he went tumbling back into the hay as his hooves twisted under him.

"WhaAAaah- oof!" Boldheart felt mortified. Here he was, a stranger in someone's home, and he couldn't even get up right. He glanced bashfully up at the unmoving foal, her shout slowly taking shape in his mind. He felt that old pain start to well up inside of him, memories of laughing fillies and colts, repeating that call like an echo flooding his mind… Blank flank! Blank flank! Blank flank!

Summoning his nerve, he buried the cruel laughter and rose to face the little yellow pony. Straw stuck from his messy red mane at comical angles, making him feel utterly foalish. He rubbed furiously at it with his forehoof, trying to clear the mess away.

"I ah… um… good morning?" Boldheart tried, hoping to take the conversation away from his bare flank.

"You don't have wun, do you?" Apple Bloom's expression grew worried. She tilted her head to one side, still watching the new pony.

"No." Boldheart answered, his head hanging. How could he explain why he had never gotten one when he didn't know why himself? He squeezed his eyes, waiting for the little filly to laugh at him. Everypony else did.

Apple Bloom didn't. She didn't understand why, but this poor stallion needed her help. Determination welled up, wiping away her anxiety. She walked up and sat next to Boldheart. "It's okay. Ah don't have mine either."

He looked up at her in surprise. They sat there for several long moments, then both burst out laughing, falling back into the piles of hay. Boldheart rolled up onto his belly again, facing Apple Bloom. "I guess it is something silly to worry about isn't it."

"It's not silly," Apple Bloom chided, then smiled as she righted herself as well, "it jus' hasn't been yore time yet. Mah name's Apple Bloom by the way."

"I'm Boldheart, pleased to meet you." He replied, smiling in return. "You must live here."

"Yep, along with mah big sister Applejack, mah bruther Big Macintosh, an' Granny Smith! Do ya wanna see the farm?" Apple Bloom said excitedly. Having somepony new would be a real adventure!

"Okay, I guess." Boldheart answered, glancing up at the ceiling. "Lieutenant Thundercloud won't be calling us together for a while, so it should be okay."

"Hooray!" Apple Bloom called, bounding out of the hay. "Then maybe later ah can introduce you to the Cutie Mark Crusaders!"

"The Cutie Mark what?" Boldheart looked at the little filly curiously.

"Oh, you'll see." Apple Bloom grinned knowingly.

* * *

Pinkie Pie's eyes popped open with a start! It was morning, and she had a wonderful, superfantabulous idea for today! She would get all her friends together, then she could start getting ready for the really big party! She was so excited she wriggled free of her bed, plopping to the floor in a fit of giggles. Looking up over at her roommate, she was surprised to see his bed empty, though neatly made.

"Huh," Pinkie said to no one in particular, "I wonder where he got off to so early? Oh well!"

The pink pony bounded happily from the room, down the stairs, and out the door. Seeing Sgt. Ramrod out front, she skidded to a stop, watching him curiously. He had his hind legs stretched out, his forehooves pushing him up and down. His entire body was covered in a sheen of sweat, and he seemed to be reciting something under his breath.

"Oooh!" Pinkie Pie exclaimed. "Is this some kind of neat new game! Is it fun! I've seen Rainbow Dash doing it, so it must be! Can I join in!"

"You should." Ramrod turned one critical, intense yellow eye up at her. "It will help you work off some of that flank fat."

Pinkie looked back at her rump. Was it really that fat? She didn't think so, but why not play the game anyway? It looked like fun! Darting over to the working Sergeant, she got down next to him, and started pushing herself up and down. This was too easy!

"No!" Sgt. Ramrod snorted at her, pushing himself up. "Your hind legs need to be straight! Don't bend your back so much! Now lower yourself so you don't touch the ground! That's better!"

"Heeheehee! This makes the game a lot harder! Can we play some more!" Pinkie giggled up at the stern pony.

"Yes." He answered, lowering himself back to the ground. He began counting under his breath again.

Pinkie Pie listened with an outstretched ear, watching his motions as they pushed up and went down. Maybe this was like some kind of song? Should she sing too? Maybe it would make the game more fun! She cleared her throat and began to sing.

"_One and two! One and two!_

_ A push-up song for me and you!_

_ Three and four! Three and four!_

_ I push harder, you push more!_

_ C'mon! Push-ups is really fun!_

_ Maybe later we all can run!_

_ One and two! One and two!_

_ Keep on pushing 'till we're through!_

Pinkie continued singing the song as she pushed, adding her own little ring to the melody. A gruff, almost grinding sound quickly caught her attention. She glanced over to see that Sgt. Ramrod had taken up the tune as well! She had gotten him to sing! Her plan was already paying off! It was a plan, right?

Soon she was covered in sweat, huffing out gasping breaths and trying to keep pace with her song. Unable to go any further, she let out an exasperated gasp, then flopped over in a heap, her curly mess of a mane and tail stuck to her from all the perspiration.

Sgt. Ramrod looked over at her, his expression almost cracking a smile. Pinkie suddenly forgot her weariness, springing to her feet and watching the stern pony, her eyes wide. The beginning of an expression disappeared.

"Aww! I almost had it!" She squeaked.

"Had what?" The Sergeant asked, looking confused.

"A smile!" Pinkie practically yelled.

"A smile?" Sgt. Ramrod suddenly burst out laughing. "Is that all you've been bothering me for!"

It was Pinkie Pie's turn to be confused, though she quickly got over the feeling and joined in, her merry laugh mingling with his gruff, toneless one. "Yep, all I wanted was a smile!"

The burly Sergeant shook his head, unable to rid himself of the half-grin he'd developed. "You're a strange one, filly."

"Yeah, I get that a lot!" Pinkie answered proudly, then promptly leaned forward as a river of words cascaded out of her mouth. "So I was really excited to throw this superfun party for everypony in town so that your Guard ponies could meet everypony! And there would be games and cake and dancing and music and everypony would be invited! Doesn't that sound like fun!"

Sgt. Ramrod was about to reply when another voice intruded upon the pair's conversation. "I think it would be an excellent idea."

The two earth ponies looked over to see Lieutenant Thundercloud approaching. "So you must be Pinkie Pie."

"How'd you guess!" She asked cheerfully.

"Haha, I think it was the pink." His remark elicited a giggle from the filly. "Your idea for a grand party would be a great way for the Ironhoof Guard ponies to get to know the locals of Ponyville."

"Indeed, sir." Sgt. Ramrod had taken on his characteristic precision stance.

"I do have one special request for the party though." Thundercloud smiled.

"Sure! I love doing requests!" Pinkie Pie said, her bouncy energy returning.

"I want all of the Guard to bring a companion from Ponyville along. It will help encourage our Guard ponies to make friends." He turned to Sgt. Ramrod, his voice growing more stern. "We need to conduct ourselves better after last night's… mishap."

"Yes sir!" The Guard Sergeant trotted off to pass word of their orders.

Thundercloud looked back to Pinkie Pie, softening his features again. "Considering what happened, I'd like it if you would encourage your friends to accept our invitations. We don't want to have hard feelings just because of a misunderstanding."

"Oh yes! We would never want that to happen! I'll go tell them right away!" Pinkie practically sprang off to share the news with her friends. Thundercloud nodded approvingly to himself. All was as it should be.

* * *

Apple Bloom hurried into her house, followed more slowly by Boldheart. "Applejack, Big Mac! You two awake yet!"

She burst into Applejack's bedroom, bounding onto her bed, and waking the orange pony with a start! "Whut in tarnation! WoouuOoof!" She exclaimed, tumbling from her bed. "Apple Bloom! What's the meaning of all the ruckus!"

"Ah wanted ta ask you about our guest! You nev'r told me a pony could grow up without a cutie mark!" Apple Bloom exclaimed, having landed nose to nose with her big sister.

"That's jus' silly talk." Applejack replied, rolling Apple Bloom from her chest. "Everypony get's a cutie mark when they're growin' up."

"Well he doesn't!" Apple Bloom pointed back at Boldheart, who had stepped to the door. "He's a blank flank!"

"Apple Bloom! What have ah told ya about tellin' lies!" Applejack scolded.

"It's not a lie! He really is!" Apple Bloom argued back.

"Yore jus' pullin mah hay wagon around now." Applejack pushed herself up, still looking at her sister as she approached Boldheart. Growing nervous, the blue Guard pony started backing away. Applejack, noticing his slow retreat, faced him. "What's got you so upset, hayseed?"

"She's not lying." Boldheart tried to hide his shame in front of the earth pony, but she saw through it.

"Now don't you go puttin' ideas in her lil ol' head! You'll scare her!" Applejack approached, glancing around at his flank.

"See, y- wait… where's yore cutie mark!" Applejack's mind started turning for a loop. "That ain't possible!"

Boldheart barely registered what happened next. Applejack lunged onto him, knocking both of them over. He tried to squirm away as she attempted to spit-shine his flank. Apple Bloom hurried over to Big Macintosh's room, yelling for help. Boldheart's struggle brought them to the stairs, where they both promptly slipped, tumbled, and crashed down to the living room. Big Mac came running with Apple Bloom, and both rushed down the stairs. Apple Bloom, who hurried a bit faster, found herself under Big Mac's hooves. He lost his balance, and both tumbled into the fray. Soon there was just a big ball of flailing limbs and heads writhing about, each pony trying to fight their way free of the tangle.

"What's all the bamboozlin' about down there!" Granny Smith hollered down at the combatants as she wobbled her frail green body carefully down each step.

The fight broke almost immediately, with each pony pointing hooves and yelling accusations.

"You Guard ponies should know better than to scare an innocent filly with a mean prank like that!"

"Eeyup!"

"But there ain't no cutie mark! Ah looked!"

"I told you I don't have one!"

"You musta covered it with somethin'! Ya can't jus' not have a cutie mark!"

"Why not! What if I'm just different!"

"Can ya be diff'rent like that!"

"Nnnope."

"Aside from that, y'all was fightin' in our house!"

"You jumped on me!"

"Eeeyup."

"Who's side are ya on, Big Mac!"

"Alright, that's enough the lot of ya!" Granny Smith hollered again, plodding up between the angry ponies. "Now, who is sayin' what?"

They were all about to start yelling again when she held up a hoof. With silence returned, she pointed at Boldheart. "Now young'un what's all this about."

"I- I- I don't have a cutie mark!" Boldheart admitted, pulling his red mane over his face.

"Hmm… ya don't, do ya." Granny Smith stated, looking back at Boldheart's flank.

"But Granny Smith, how's that possible?" Applejack asked, a bit whinier than she would have liked.

"Hmm… I don't rightly know, but I've heard of stranger things in my day." She replied, rubbing her chin with a wrinkly hoof.

"Ah'm sorry, um…" Applejack began.

"Boldheart." The Guard pony offered, the beginnings of a smile appearing.

"…Boldheart then. Ah shouldn't 'ave jumped ta conclusions." She finished, looking embarrassed.

"It's okay. You're not the first pony to think I was lying." Boldheart's voice was soft. He glanced back at his bare flank. "Sometimes I wish I was."

Apple Bloom looked up at her new friend, distress written all over her face. Then her expression brightened as an idea dawned upon her. "Hey, why don't you come an' spend the day with mah friends an' I. We're the best cutie mark findin' group in all of Equestria!"

Applejack and Big Mac brightened, seeing Apple Bloom's determination to help her new friend. "Well, go on y'all. It'll be good fer ya ta get out some anyways."

"Okay," Boldheart finally conceded, following the excited little filly out. "I guess it couldn't hurt."

"Odd mornin'" Big Mac said as he watched the two ponies head off.

"You said it, Big Mac." Applejack replied, shaking her head. "Ah hope he keeps outta trouble with mah sister."

Granny Smith just smiled, then turned away. She didn't say it, but there was more to this simple blue pony. Boldheart would understand someday, so for now, the old green pony kept her peace.

"So how many cutie marks have you and your friends found?"

"Ah well, ya see…"

* * *

Rainbow Dash woke up in a heap. She was so thoroughly tangled up within her sheets that she could barely move. Wildfire was laying on her wing, she was using his belly for a pillow, and one of his hooves sat squarely across her chest.

Shoving her way free of the mess, she noticed that he'd kicked her favorite Daring Do books all over the floor. At that moment, the splotched pony started to wake up, looking at her with sleepy eyes. "Well good morning, _girl_. Where's my breakfast?"

Rainbow Dash felt her temper rising. So this was how he was going to behave? He knocked her stuff over, made a mess of her bed (even though she often did that on her own), and then boss her around like she was some kind of maid! Gritting her teeth, she shoved the cheeky pegasus off the side of the bed.

"Hey! Oof!" He yelled before impacting the floor, too tangled up in the sheets to keep from falling.

"Get your own breakfast, _boy_!" Rainbow smirked, looking down at him. "This is _my_ house, and that means _MY_ rules, got it?"

Unraveling himself from the blankets, Wildfire got up, shoving his nose into Rainbow Dash's. "You're not the boss of me, _girlie_! I do _what_ I want, _when_ I want, and _how _I want! Now get me some breakfast!"

"No!" Rainbow yelled back, determined not to be pushed around in her own house.

"Why I aught to-" Wildfire's riposte was cut short by a knocking at the front door. They both looked over, watching the door to see if the newcomer would stick around.

A second knock finally came, bringing with it the sound of a very soft voice. "Hello? Rainbow Dash, is anypony home?"

"Stay here!" Rainbow Dash emphasized, glaring at Wildfire as she headed for the door. Despite being angry, she was alarmed. What a time for Fluttershy to show up! Hadn't somepony said she would be gone for a few more days? No matter, Rainbow didn't want to mix innocent Fluttershy up with a jerk like Wildfire.

Rainbow opened the door, revealing a pastel yellow pegasus with a soft pink mane that draped about her. Hurrying out the door, Rainbow shut it behind her, hoping that Wildfire wouldn't come to find out what she was up to.

"Oh, good morning Rainbow Dash." Fluttershy said, flapping her wings slowly. "I hope I'm not bothering you."

"Oh no, everything's fine. Nothing interesting going on here!" Rainbow said, failing horribly to hide her anxiety.

"Oh okay, that's good. I thought I heard yelling, and I was worried that you were in trouble." Fluttershy practically whispered.

"Yeah, I yell at myself sometimes when I wake up. Helps me get ready for the day." Rainbow glanced around, beads of sweat crawling down her face.

"Oh really? I didn't know that." Fluttershy was just so innocent. She just took whatever her friend said at face value. Rainbow hated herself for lying, but it was for Fluttershy's own good.

"Hey, who's your friend, _girl_?"

"Wildfire! I thought I told you to stay inside!" Rainbow Dash exclaimed, glaring up at Wildfire.

He laid back in the air, tucking his hooves under his head. "I don't listen to you. Besides, your friend is kinda cute."

"Oh that is it!" Rainbow Dash went red! Now he was going to flirt around with her friend! She flew up, grabbed Wildfire by his tail, and dragged him back inside.

Fluttershy tried to peek in, only to hear yelling and crashing. "Um… Maybe I'll just come back later…" With that, the quiet pegasus glided away, leaving her friend and the newcomer to quarrel with each other.


	5. Chapter 5

Chapter 5

Of Plots and Parties

Though it was the middle of the day, Princess Luna couldn't sleep. Deep in her heart, a tiny pain had been lingering, like something feeding on her very soul. Creeping from her darkened chambers, the alicorn slipped through the quiet halls of Canterlot Castle, glancing here and there as she went. It was so different without much of the Royal Guard here. Even though they were silent, there was a certain life imparted to the place by their very presence, a life that had been missing since their departure.

Making her way into the lowest levels of the Castle, Luna approached an ancient stone sealed door. Over the gateway, carved in an ancient tongue almost forgotten by her subjects, was a beautiful script telling the sad tale of the Dreamless War. Within this door was the Crypt of Dreams, where ponies from every walk of life slept, trapped in an eternal slumber. Among them, Luna knew, lay Captain Everbold.

"What would you do right now?" Luna asked the door, as if her friend might hear her from beyond it's walls. "I still need your help…"

* * *

Twilight was finally starting to feel confident. She and Rarity had spent the morning talking about all the stuff that had happened, giggling with each other over the antics of Rarity's guests. Then they went out, got some lunch, and took things easy. It was always a task for her, but Twilight had gotten herself to unwind, enjoy life, and laugh.

They were walking back to the library from Le Délicieux Jonquille (Rarity's current favorite restaurant) when Pinkie Pie spotted them and trotted up. "Hey, girls!"

"Oh, hey Pinkie Pie." Twilight replied with a smile.

"Guess what?" Pinkie began. "I'm throwing a great big party for all of the Guards, and everypony is invited!"

"Oh how lovely, that would prove a wonderful opportunity for us to get to know them better." Rarity joined in.

"Yeah I know, and I was talking with the Lieutenant of the Guard," Twilight felt herself shrink a bit at Pinkie's mention of Thundercloud, "who said we should make it a date party! He's going to tell all of his soldiers to find somepony to bring to the party, so we can all make friends!"

"Did he now?" Rarity sounded pleased. "I wonder which one will ask me to attend?" She was already going dreamy eyed, staring off into nothing as her fantasies took over.

"Yeah, he did!" Pinkie answered unnecessarily. "So I was thinking, we should all join in and make sure to ask at least one Guard pony, just in case!"

"Oh, it'll be so romantic!" Rarity dramatized. "Like getting to have another hearts and hooves day!"

"Aren't you already getting enough pampering?" Twilight teased, raising one eyebrow at Rarity.

"You can never be too pampered." Rarity answered with a smile.

Twilight was about to respond when Thundercloud, his flowing mane freshly groomed, stepped up. "Good afternoon, I hope I am not interrupting?"

"Oh no, we were just talking about the party." Rarity replied, fluttering her eyelashes outrageously. "Aren't you that _handsome _Guard Lieutenant?"

"Well, I'm not sure I would take it that far," Thundercloud replied with a smirk, then he turned to Twilight, "but yes. My name is Thundercloud, and I wish to apologize."

"Apologize for what?" Twilight asked, looking a little surprised.

"I feel that I may have come on too strong earlier, and wished to make amends." He answered, looking embarrassed.

Twilight felt that rising nervousness, and she glanced over at her friends. Pinkie Pie was was nodding and smiling, while Rarity drew close. "Don't be nervous, dear. He just wants to be friends. Go ahead, give him a chance."

"Okay." Twilight whispered, her guts turned to ice. She turned to Thundercloud, drew herself up with a long breath, and tried again. "No apology necessary, I wasn't exactly being a good host, and I want to apologize for my behavior."

Thundercloud smiled warmly. "Apology accepted, and perhaps we could get off on the right hoof by attending your friend's party together?"

Twilight could practically feel the energy coming off Pinkie Pie, who was vibrating the ground with her excitement. She still felt her nerves standing on end, that desire to be anywhere else, but she didn't want to disappoint her friends, or ruin things after Thundercloud had been so generous with her. She tried to nod, but it came across more like hanging her head in defeat. "Sure, I'd love to attend with you."

"I'm glad to hear it, Twilight." He answered, almost too quickly. "Shall I meet up with you tonight then?"

Looking up at the stallion she had agreed to attend the party with. He was handsome as Rarity pointed out, his thick, black mane and tail complimenting his regally white coat. He had a golden mark upon his forehead and mouth, and beaming dark blue eyes. He should have been a dream, so why did she still feel this way?

As she walked slowly away, the happy sounds of her friends chatting with Thundercloud flowed past her. She continued on into the library, nudging the door open and passing through, her voice rising slowly as she began to sing to herself.

_"I know I should like what I see,_

_ Accept all that he could be._

_Yet my heart keeps saying,_

_ He's a stranger to me."_

She plodded slowly up the stairs, nuzzled her way into the bed, and curled up under her blanket, wishing she could disappear.

* * *

Fluttershy walked over the earthen bridge leading to her house, smiling as all the animals she cared for greeted her. Birds of every variety fluttered from their houses that filled the trees about her residence, while squirrels, bunnies, badgers, mice, and all a manner of other animals scurried happily about her.

Suddenly a streak of white burst from the house, which looked like a massive bush on a hill, filled with doors, windows, and nests. The streak resolved itself into Fluttershy's most faithful pet, a little white bunny named Angel. He dashed right up and gave the yellow filly a big hug around her foreleg.

"Oh, hello Angel. Did you have a good time while I was away?" Fluttershy asked with a smile.

Angel responded with a frown, then a series of gestures and taps of his foot.

"Oh my, I suppose they can be a handful, can't they." Fluttershy nuzzled Angel. "But I'm sure you did a wonderful job keeping everything together."

Angel puffed his chest out proudly, then joined the little parade as they trekked up to her doorstep.

"Well hello there." Came the sultry voice of Wildfire, sending many of Fluttershy's animal friends scurrying away in fear. Angel, seeing the blotchy pegasus, got defensively in front of Fluttershy, setting his jaw and pantomiming rolling his sleeves.

"Hello again, you're Rainbow Dash's friend. Wildfire was it?" Fluttershy asked shyly.

"You could say that." Wildfire answered, looking half bored. "She's not bad, but the filly needs to lighten up, let a stallion do his thing, if you know what I mean."

"Oh, um, yes, I suppose." Fluttershy stammered, caught off guard by his sudden advances.

"So anyway," he said, walking up to her, shoving Angel roughly aside, "I heard your friend Pinkie Pie was throwing a party, and all us Guard ponies are supposed to bring a date."

Fluttershy found herself backing up, her eyes darting at the stream behind her, then at her unwanted suitor. He continued advancing, his eyes suggesting things she didn't want to think about right now. "How about it. You, me, some quality time. I'll bet a girl like you knows how to appreciate a proper stallion."

"Well… no." Fluttershy dropped back, letting her wings beat just enough to carry her back over the stream. At that same moment, Wildfire took one step too many, his attention so fixed on Fluttershy that he failed to notice the sudden drop.

With a yelp, Wildfire went over the ledge, splashing into the stream below. Fluttershy took her opportunity to speed swiftly into the safety of her home. Slamming the door, she quickly closed her curtains, then peeked out of one at the sopping form of Wildfire emerging from his impromptu bath. Shaking out his mane, the irate Guard pony yelled a few obscenities before flying off. As he disappeared into the sky, Fluttershy released the breath she had been holding on to.

Looking back at her room, she started calling the animals out from their hiding spots, comforting them with the sound of her voice. Wildfire was gone for now, she thought. As she fed her pets, she glanced out the window again. He would be back though, of that, she was certain.

* * *

Halfway across town, Boldheart couldn't stop laughing. He and Apple Bloom had met up with the rest of the Cutie Mark Crusaders, Sweetie Belle, Rarity's little white sister who wore her mane in pink and lavender curls, and Scootaloo, a tomboyish orange pegasus with an ungroomed purple mane and tail.

The foursome had volunteered to help Pinkie Pie with setting up the party, and the girls were trying to earn their cutie marks in decorating, which was turning into a mess. Scootaloo tried gliding between trees with a long party streamer in her mouth, only to find her tiny wings didn't want to lift her, so she went crashing into Sweetie Belle's carefully set up cup tower, tangling the white filly in the streamer as she went.

Trotting up to the two Crusaders, Boldheart started untangling Sweetie Belle while Apple Bloom helped Scootaloo back to her feet. Scootaloo shook her head, trying to regain her senses from the crash as she lamented in her curiously boyish voice. "Well that went well. Hey Apple Bloom, I don't have a cutie mark for crashing yet, do I?"

"Ahahahaha!" Boldheart and Sweetie Belle promptly fell about laughing at the remark, sending cups skittering in every direction. The other two started giggling, and soon the four of them were all rolling about mirthfully.

"Private Boldheart." The flat, military voice of Sgt. Ramrod cut through the fun like a knife popping a balloon.

"Yes Sergeant?" Boldheart quickly righted himself, standing as straight as he could.

"Why are preparations taking so long? I assume you have time to spend playing instead of carrying out orders?" Sgt. Ramrod paced in front of Boldheart, who was doing his best to look detached. The fillies watched the scene with dread and fascination, wondering what was going to happen.

"No, Sergeant!" Boldheart snapped out a reply.

"I didn't think so. Get to work, no more clowning around. I will not have a soldier under my command behaving in such a shameful manner."

"Yes Sergeant!" Boldheart replied again.

"Have you found somepony to bring to the celebration yet?" It was more of a demand than a question.

"I have not, Sergeant."

"Carry on." Sgt. Ramrod walked off, still looking as mean as could be.

"That was…" Scootaloo seemed lost for a response.

"Scary." Sweetie Belle piped up, finishing her sentence.

"Who was that guy?" Apple Bloom asked, looking up at the shaken Boldheart.

"That is Sgt. Ramrod, one of the toughest ponies in the entire Guard." Boldheart replied, his voice barely keeping flat. Deep inside, he wanted to run, to scream, or even to lash out. Glancing at the fillies, he knew he couldn't, lest he scare them. No, it was better that he keep his fears to himself. He might not have been as big or strong as some of the other Guard, but he wouldn't let his nerve fail, ever. Ponies' lives might depend on it someday.

"Hey, Boldheart." Apple Bloom looked up at him.

"Yeah?" Boldheart tried to soften his voice, which still quavered.

"You can always invite us ta come with ya." She said hopefully.

Boldheart felt his fears and anxiety melt away, replaced by a warm glow that flooded him with appreciation. "Sure, I'd love to attend the party with some good friends."

"Yay!" The Cutie Mark Crusaders whooped. As the three little fillies hugged him, Boldheart felt himself grow strong. For them, for that friendship, he could face a thousand Sgt. Ramrods. Their friendship was worth it.

* * *

Beyond the borders of Equestria, in places where the clouds and seasons were their own masters, past the Mountain of Misery, sitting upon a small island the vast Lake of Stars, stood Midnight Castle. This dark fortress, carved of stone by the power of ancient unicorn kind, had stood as a monument to greed, fear, and the darkness that can fill a pony's heart. Little did anypony know just how dark this place truly was.

Deep within it's fortified walls, a queen sat in thought. The dark, dank decor of the castle hall suited her and her kind. She gave herself a moment to enjoy the scrape and rattle of insect carapaces, the flutter of errant wings, and the odd breathing of the teeming mass of sleeping insects.

She, like them, was a changeling, though Queen Chrysalis was far more than her chittering servants. Covered in a black, armored hide, with a long, gnarled horn, a flowing mane of sickly teal hair, protruding fangs, terrible green eyes, and dark insect wings folded over an odd patch of fluorescent green on her back. This was only her normal appearance, however, for every changeling could take the image of anypony at will, so that they might sap the love of others. Even the thought of stealing that luscious love energy was mouthwatering to the dark queen.

First, however, there were bigger obstacles to face. Princess Celestia was far more clever than she would ever admit, yet here she was, driven from Equestria by that infuriating Shining Armor. Even with their changeling powers, her people were no fighters, and could not hope to face the Equestrian Guard in combat.

Pacing to the window, she looked out over the inky waters of the Lake of Stars, which adamantly refused to reflect the blue sky. Cunning, it had always been her strategy to think, then to act. Ponies were rarely so, and could easily be foaled, yet it would only be a matter of time before they figured out what was happening. Of course, she had already made inroads, and was working to bring her myriad plans to fruition. It seemed there could be a better option however, something she was missing, and couldn't quite put her hoof on it.

"Glorious, isn't it?" The voice sent shivers crawling up the changeling's back. She turned to face the newcomer, who walked through the room as if seeing it all, yet fearing none of the creatures about him. He was a simple grey pony, his features just starting to wrinkle with age. "No matter how many years I live, I shall never tire of seeing the world in it's pure, natural beauty."

Queen Chrysalis rolled her eyes. Why did he have to be such an old mare in his musings? "I get it, grandpa. Now can we get on with planning? I grow bored of your day."

"Patience." He replied, his tone even. "Have you learned nothing from your long years?"

"I have better things to do than prattle with withered colts." She replied irritably.

"Oh? Have you now?" A knowing smile spread across the pony's face. "And what, pray tell, is your grand plan to conquer Equestria?"

"I shall-" Chrysalis stopped. Despite her best efforts, Celestia was always watching, countering her move for move. It infuriated her, but the old one was right. Her plans would not simply give her what she desired. "Very well, what is your grand plan?"

"Hahaha, so you are learning, young Queen." He sounded like somepony's grandfather chuckling at the antics of a foal. She gritted her teeth, keeping her mouth firmly closed. He walked past her to the window, relishing the sun's warmth and the cool breeze coming across the lake. "Have you not seen my plans already taking shape? Even Celestia is putty in my hooves."

"How so, oh wise one?" Chrysalis scoffed. "With her Guard standing watch, what can my changelings do with them paying so close attention?"

"It is simple," he looked back at her, his smile growing, "young ponies are easily frightened. Certainly they see the Guard as a shield, protecting them, do they not?"

"Obviously!" Chrysalis was losing her patience. "What does that have to do with anything?"

"Everything." He shook his head, still smiling at her. "With so many new ponies to be found everywhere, how hard would it be to merely overlook one or two." His eyes seemed to flash. "Or even have somepony go missing?"

Chrysalis was taken aback. She had hardly considered it before. "What does that have to do with ponies being frightened? Surely they feel safe now."

"Yes, they do," he paced back past her, "and surely they still will when ponies start to disappear. Or when changelings are sighted, yet never found. They will feel safe then, right?"

"They would-" Realization struck her. "They would worry for the ones missing! The Guard ponies would grow nervous, and so too the populace in turn!"

"Now you see." He nodded to her. "Let them start to feel that Guard ponies mean danger is near. They will start to second guess themselves, whisper rumors, to fear."

"I see, but what of Princess Celestia? We must still contend with her, and fear will not so easily remove that threat."

"Sever the head, and the body dies, does it not?" He turned to face her again.

"Yes, but how would we strike at Celestia? She is too powerful! She would toss us aside like chattel!" The Queen paced anxiously, watching her strange benefactor.

"Hahaha, hardly." He laughed softly again. "For one who prides herself at being cunning, you so love to overestimate your foes."

"But what would you expect me to do? I can not so easily deceive Celestia."

"Then do not deceive her. She is not the head you must strike." He looked a bit disappointed. "With one action, you can stab the Princess in her very heart, eliminate the Elements of Harmony, and cripple the command structure of the Equestrian Guard."

"What! How could it be so simple!" Chrysalis' outburst echoes around the chamber, waking many of her servants. "There is no way!"

"There is a way," his tone remained soft, "but you must do as I tell you, or you will fail."

Queen Chrysalis felt a sinking feeling deep within her. She was selling her soul to this pony, yet he offered her unimaginable power! Swallowing her pride, she bowed her head, still watching him cautiously. "I will do as you say."

"Good." He answered, and began walking away. "Sever the head."

"How do I do this?" Dread crept into her voice, but the pact was made. She was his now.

"Simple." He answered, looking back at her with one cold, heartless eye. "Kill Twilight Sparkle.


	6. Chapter 6

**Chapter 6**

**A Simple Heart's Desire**

Silver stars began to appear as the sun sent it's final rays through the trees about the gazebo. Pinkie Pie's party music could be heard playing a lively tune as Guard ponies and Ponyvillians danced, chattered, and mingled about grand snack tables.

Applejack stood watch at one of them, doling out food and treats to hungry ponies. "Always a pleasure, Bon Bon."

"Applejack, have you seen Twilight? I'm getting a little worried for her." Rarity asked as she approached, Citrus Burst following in her wake.

"Ah haven't seen her, Rarity." Applejack answered, glancing about the crowd. "Ah'll keep an eye out for her though."

"Thank you. She hasn't seemed herself lately." Rarity sighed.

"Ah hope she's okay. Let me get Apple Bloom to watch the snacks, then we'll go find her." Applejack turned, looking for her little sister. Spotting her and the Crusaders dancing with Boldheart, she hollered over to them. "Hey Apple Bloom, could ya spare a minute ta watch the tables?"

The little yellow filly turned to her companions. "C'mon y'all, let's go help!"

As their little group approached the table, Applejack explained what was going on. "Me'n Rarity are gonna go find Twilight. Ah'll only be gone a minute, okay?"

"Sure!" Sweetie Belle replied with a bright smile, then turned to the others. "Maybe we can get our cutie marks as table vendors!"

"Cutie Mark Crusader Table Vendors!" The three fillies chorused, eliciting another smile from Boldheart. For all the troubles going on, it was nice to have friends to spend time with.

Applejack meanwhile wove her way through the press of ponies, craning her head above the crowd trying to spot Twilight Sparkle. She was about to give up and try over by the gazebo when she caught a glimpse of her friend standing alongside Thundercloud, who was engaged in conversation with Filthy Rich.

The two stallions seemed to be sharing an animated conversation, with Thundercloud nudging Twilight just often enough to keep her attention. Seeing the troubled look on her friend's face, Applejack made her way over to the little group.

She suddenly found her way blocked by the burly form of Sgt. Ramrod. The large earth pony regarded her as if looking at an apple slice that had fallen on the ground. "Good evening, miss Applejack."

"Uh, good evenin' there." She stopped, trying to glance over him at Twilight. "If'n ya don't mind, ah need ta get by."

"Ahem, my apologies, miss Applejack. I need to speak to you concerning the requisition of foodstuffs for the continued operation of the unit. I do not wish to delay you, but it is of immediate importance. I must be sure my troops have a meal for the morning." The Sergeant insisted.

"Oh, is that all? Well, I guess we could talk about it fer a minute." Applejack replied. The thought of selling so many apples drawing her attention away. She didn't notice Thundercloud glance in her direction.

* * *

"It was wonderful talking to you Mr. Rich." Thundercloud said with a polite smile. He turned his attention to the lavender filly at his side. "Perhaps you'd like to dance, Twilight?"

"Sure!" Twilight replied, doing her best to smile. He'd been nothing if not a gentlepony, and despite her misgivings, she was going to do her best to return the favor. "I love to dance."

The two of them departed Filthy Rich's company, making their way over to the gazebo. "You know," Thundercloud said with a soft smile, "your brother has been worried about you."

"He has?" Twilight looked up at her date. Had Shining Armor actually confided his feelings in Thundercloud?

"Yeah, that's why he assigned my unit to Ponyville." The white pegasus replied. "He told me that your safety was so important, he wouldn't trust anypony else to watch over you."

Twilight did her best to keep from tearing up as she smiled. "He is a pretty great big brother."

"I know he is, and I told him I would make it my personal duty to protect you. I should have told you sooner, but I didn't want you to think he was babying his little sister." Thundercloud explained, drawing a little closer.

"I… would like to thank you. I had no idea, and I've been a pretty rotten host. I know I said it before, but please accept my apology. You're a pretty great guy." Twilight felt her nervousness disappearing. Maybe he wasn't so bad after all.

"He also mentioned," Thundercloud whispered, letting concern bleed into his voice, "that he was worried that you might be getting lonely."

"Oh no, I have wonderful friends here in Ponyville, and there's always Spike." Twilight laughed awkwardly, her stomach turning itself into a knot.

"You're teasing me now." Thundercloud chuckled.

"I… sorry." Twilight smiled, blushing. "I'm just not used to boys."

"Haha, yes. We can be a lot to handle, can't we." He laughed, then lowered his voice seductively. "Then again, even a Lieutenant of the Guard doesn't often get to be seen with such a pretty filly."

Twilight suddenly felt the need to be somewhere else, quickly. All of this was simply too much, she couldn't think, she couldn't even breathe. "I need to get something to drink. Would you like anything?"

Sensing her fear, Thundercloud decided it was time to ease off. "Sure, anything's fine."

"You might regret saying that at one of Pinkie Pie's parties, aheheheh." Twilight's nervousness was starting to draw other ponies' attention. "Let me go get those drinks."

She almost cantered off, weaving through the crowd to escape. Twisting about the tight confines of party guests, she finally slowed as he disappeared amidst the partying ponies. Shaking her mane out, she closed her eyes, drawing a long breath.

"Why am I so afraid of him?" She asked herself.

"Afraid of who?" She looked up, seeing a blue Guard pony looking back at her, his eyes sympathetic.

Twilight's ears drooped as she turned her gaze away. "Nopony. I was just talking to myself."

"Sounds kinda lonely. Would you like somepony else to listen?" Boldheart asked, an understanding smile warming his face.

Twilight felt surprise flood her senses. Somepony to listen? With all of this running around, trying to explain things to Rarity, Spike, and anypony else who would hear her, she had never stopped to consider what it was she really wanted. Words started bubbling up, as if trying to break free. She wanted to explain everything, her thoughts, her feelings, and more than anything, for somepony to listen.

She looked back at Boldheart, half smiling. "Yes, I think I would like that."

* * *

Pinkie Pie was having a wonderful time bounding around the party, talking with all the guests, dancing in her own curious manner, and enjoying all of the good cheer flooding about the area. There was nothing that filled her heart more than happy ponies spending time together!

What was this? Pinkie stopped suddenly, her attention grabbed firmly by a newcomer. Somepony she didn't recognize! Was it a Guard pony? No, she had seen or met every single one! There was something else about this pony that she couldn't quite put her hoof on. Darting through the crowd as only Pinkie Pie could do, she drew closer to the stranger at the fringe of the celebration.

It was a little grey white filly with sad eyes, staring out over the party longingly. She did not draw any nearer, as if afraid of something. Pinkie decided this new stranger would be easily spooked, so instead of surprising her, the pink pony trotted up in full view, hoping to make a friendly approach.

The newcomer didn't react at all the way Pinkie expected. The pale filly disappeared right before her eyes, as if she had never been, sending an odd twisty knot up her stomach! For a moment, she considered screaming ghost, but then it would ruin the party, and Pinkie really didn't want to do that. Instead, she crept closer, glancing about for signs of the newcomer. Maybe it was some kind of trick, or magic? She would have to investigate.

After several moments, Pinkie Pie decided there would be no finding the ghostly filly this way, so she tried a different tactic. She walked away whistling, her eyes turned towards the trees. As soon as she was out of sight, she peered back through the brush, watching for her mysterious guest.

Right before her eyes, the little white filly seemed to form into existence, and the funny twisty feeling came back. Could this really be a ghost? It seemed like one, but something told Pinkie it was something else entirely. Determined to try again, she slowly emerged from the bushes, giving the strange filly plenty of time to see her.

"Hey!" She called cheerfully, and her heart nearly sank in disappointment as the filly started to vanish again. This time, however, it didn't go all the way away, only sort of, so Pinkie Pie could see through her.

"Wait, it's okay. I'm a friend." The pink pony tried, wishing for all the world that Fluttershy would show up to calm this new filly's nerves. She didn't of course, just Pinkie Pie's luck, but her words did help. The filly slowly grew more visible, peering up at her with wide, frightened sky blue eyes.

Testing the filly's nerves, Pinkie tried getting closer again. This time the filly stayed visible, for the mist part. Hopeful, she tried talking again. "What's your name?"

"Ze- Zephyr." The filly answered, her voice cracking.

"Hello Zephyr, my name's Pinkie Pie." Pinkie answered with a smile, keeping her voice level. "I've never seen you around here before. Are you new?"

"I don't know…" Zephyr answered, her voice barely a whisper.

* * *

Rainbow Dash was in a mood. She was so upset with Wildfire she had refused to attend the party. Sitting on her cloud, she watched from above as happy stallions and mares danced to the rhythm of some catchy beat. It didn't matter to her, she was way too cool to hang with those stupid Guard ponies anyway!

Letting out a long huff, she rolled over into the cool fluff of the cloud. For several long moments she considered just napping, but found herself too anxious to lie still. Tossing and turning, she finally settled deep within the cloud's soft layers.

"Uuuh, this is so boring!" She moaned to herself. "Isn't there anything do do today?"

Her attention was suddenly grabbed when she noticed the big, white pegasus gliding low into a tree near the snack table. "What's he up to?"

Deciding to abandon her position, Rainbow Dash glided silently down to the tree in question. Her curiosity perked, she peered amongst the branches, spying out her quarry, Thundercloud. He crouched on a branch, looking down at the party. Rainbow drifted lower, peering around the tree to see what had caught the Lieutenant's attention.

"Huh? Why is he spying on Twilight?" Rainbow whispered under her breath, spotting her friend sitting with a Guard pony she didn't recognize. The two of them were chatting amicably.

The tree rustled heavily as Thundercloud departed the tree, gliding towards the edge of the party. Rainbow Dash decided to follow him, only sparing a quick glance back at Twilight.

"This is getting weird." She said to herself, her brow furrowed in suspicion.

It took the rainbow maned pegasus a minute to locate her target. He was talking softly with Wildfire, who was listening with rapt attention. Rainbow Dash crept closer, hoping to overhear what was going on.

"-make sure to keep the fire from getting too big. We don't want to do any permanent damage, just keep the Guard on their toes. There's no telling when our enemies might appear." Thundercloud commanded, his voice still hushed.

"Yes sir!" Wildfire sounded far too excited by what he was told for it to be good.

They were gonna set a fire! Why would they want to damage anything? Deciding enough was enough, Rainbow Dash got up to confront the Guard Lieutenant. There was no way he was going to get away with-

She never even saw the blow fall. Everything went black as she felt the ground rush up to meet her. At the edge of unconsciousness, she registered voices whispering. "She was spying, sir. I will interrogate her personally."

"Very well. We can't have a civilian interfering."

* * *

"I just don't know how I feel about him." Twilight sighed. "I mean, Thundercloud is a nice pony and all, but some part of me doesn't, I don't know, trust him I guess. I feel afraid, like he's going to try and hurt me."

Boldheart sat unmoving for a while, shifting his head from side to side as he mulled over what Twilight had told him. Finally, he spoke. "It sounds like he's trying to be your friend, but he doesn't want to wait for you to accept his friendship."

"Do you think he wants something from me?" Twilight asked, a little surprised. "What could I possibly do for him?"

Boldheart blushed a little, then cleared his throat. "Well, there are several things, I guess. He's told you how your brother wants him close to you. Have you asked the Captain, I mean Shining Armor about it?"

"Well, no. Not really. He was so busy I barely got to say hello when he came through town." Twilight paused to think. "I'm sure he would have said something about all this if he were so worried."

"Maybe there is another reason, or perhaps he was too rushed. I don't want to tell you that Thundercloud is lying, especially since we don't know if it's true or not." Boldheart hastened to add.

"You're right, I can't jump to conclusions. Maybe he is just a nice pony who wants to get to know me better."

"I'm sure he wouldn't be the first." Twilight's new friend remarked cheekily.

"Hey, don't you start too! One stallion at a time please!" Twilight joked, then both of them rolled over in a fit of giggles.

Twilight laid her head on the grass, staring up at the blue Guard pony, who's body was stretched away from her, his horn nearly touching hers. "Oh, and thank you, Boldheart."

He smiled back at her.

Suddenly a commotion broke over the grounds! Ponies were shouting, and the sound of a signal trumpet could be heard in the distance. Rising swiftly to his hooves, Boldheart looked out over the panicked crowd, trying to spot the problem.

"I need to go, they're calling for the Guard." He said, looking over at Twilight.

"Wait, can I help?" Not about to be left behind, she rose to her hooves.

"I don't know, but from the sound of it something has happened. If you're coming, you best hurry." They both broke into a trot, dashing through the throng of startled ponies. The rest of the Guard came running too, and as they approached the western border of Ponyville, nearly the entire Century had formed.

Thundercloud came cantering up, yelling orders as he did. "There's a fire near the Everfree Forest, and Sgt. Ramrod spotted some changelings in the area! Sgt. Burst, take a detachment and sweep the town! Advise anypony out on the street to get to their homes! Wildfire, gather up the other pegasus and make scouting runs over the nearby region! I want to know where those changelings are at! If you spot Sgt. Ramrod's group, get a report back to me immediately!"

He paused in front of Boldheart and Twilight, his expression grim. "Twilight, I need you to go home!"

"But-" She began to protest.

"No, I won't hear of it. Your brother charged me with your safety, and I will not fail him." Thundercloud snapped. "Go."

Twilight felt her emotions go to war with her logic, but finally sense won out. She turned away, trotting back into Ponyville, but didn't head home. Even if he were in charge, she was determined to at the very least help everypony get to safety.

"Boldheart, I want you to join the firefighting team." Thundercloud said, regarding the smaller stallion. "We can't let the blaze reach Ponyville, at any cost."

* * *

As soon as the shouting started, Pinkie Pie's new friend vanished again, much to her dismay. She had just been making some headway, when somepony had to go and spook the filly! What was worse, now the party was getting ruined! How were they all supposed to have fun with everypony panicking like this?

Looking about, she spotted Applejack, who was trying to corral the upset party guests and hustle them back home. "Hey, Applejack! What's happening!"

"Ah heard somepony yellin' about a fire over by the Everfree Forest." Applejack replied as she gestured for ponies to head into town.

"Well that's just great! Don't they know they shouldn't be playing with fire? Somepony could get burned!" Pinkie replied with a frown.

Applejack shook her head, unable to follow Pinkie's logic. There were more important things to do right now. "C'mon ev'rypony, keep 'er movin'."

The redoubtable earth pony didn't even notice the pale little filly following Pinkie Pie, who was staring at all the ponies as they herded back into Ponyville. Feeling that odd twisty something in her tummy again, the pink earth pony glanced around. So the mystery filly was still here somewhere!

"The game's not over yet." Pinkie whispered to herself. "I'm not sure why, but that little filly needs my help, and I'm gonna do it!"

Pinkie Pie continued to aid Applejack as they guided their worried friends. Twilight showed up shortly after and began organizing the groups to help them stop milling about. Soon the gazebo's grounds became quiet, leaving party supplies strewn everywhere.

Apple Bloom, Sweetie Belle, and Scootaloo poked their heads out from behind a table knocked on it's side, still rattled from the night's events. They joined up with Applejack, who walked them home.

Twilight was left standing amidst the ruined party, staring off at the glowing firelight, her heart filled with conflict. Pinkie Pie paused to watch her for a long moment, her brow furrowed with worry for her friend, but something told her that Twilight needed time to think right now, so Pinkie left her be.

Sudden weariness gripped the usually energetic pony, slowing her steps as she returned to Sugar Cube Corner. As she nuzzled the door aside, she felt that twist again. Glancing back, Pinkie saw the little white filly, Zephyr. Smiling back at her, Pinkie gestured inside. "C'mon Zephyr, you look like you need somewhere to sleep. You can be my guest tonight."

Zephyr looked startled, then slowly smiled. "Um… thank you, Pinkie Pie."


	7. Chapter 7

Chapter 7

Ponies in Peril

Smoke billowed through the trees, turning the fringes of the Everfree Forest into a nightmare realm. Dark shapes seemed to loom up in front of Boldheart, shifting and moving with each crackle and spark of flames, while branches reached out from the smoke like claws to drag him down. Still he pressed on, ferrying water back and forth in specially made saddlebags, desperate to put out the potentially deadly fire.

It was times like these that he wished for even the tiniest levitation spell from his horn, but it stubbornly refused to give off even a spark. He was on his way back to the nearby stream when his ears perked up. Rocktrotter was coming, his ears lying flat upon his head, his face half blackened by soot, and he was shouting.

"Boldheart! Domino Stack has gone missing! I think he may have gotten lost in the fire, and I can't find him!"

"What!" Boldheart felt his stomach pitch. Even if Rocktrotter and Domino Stack had teased him before, he would never abandon them to harm. "Where did he go!"

"He was in the thick of the inferno, using his magic to throw sand on the flames! I- I didn't see him come back out."

Dropping the firepony saddlebags, Boldheart turned and ran straight back into the smoke shrouded forest. Instinct flooded about him, trying to cloy at his senses, overwhelm him with fear, but he stubbornly advanced into the darkness and dancing flames, determined to find the missing Guard pony.

"Domino! Domino! Where are you!" He yelled, rushing this way and that as he tried to escape the flames. Suddenly his eye caught a glimpse of black and white, moving deep within the fire's heart. Looking about, he spotted a tree ready to collapse, but who's trunk was not yet engulfed by the hungry flames.

"Look out! I'm going to make a path for you!" Boldheart shouted over the roar of the fire, trying not to choke as he lashed out. Both hind legs impacted the tree, sending it tottering, then crashing through the wall of fire. Boldheart watched for a moment, but nopony emerged.

Steeling his heart, the Guard pony hopped upon the tree, using it as a bridge to rush through the flames. He emerged from the fire, looking about for the lost unicorn, but none could be seen. Had he just imagined what he saw? Shaking his head to clear it, he was about to turn back when something constricted about his neck and body from behind.

Panic flooded Boldheart's senses as he fought for breath, thrashing his body against the unseen attacker. He twisted and writhed, but the grip grew ever tighter, squeezing every last bit of air from his lungs. In desperation, he managed to get his mouth on the offending limb that entangled his neck, biting it firmly with his heavy, flat teeth. There was a screeching yowl of pain as the limb weakened it's hold. Throwing every bit of effort into escaping, Boldheart spit soot from the bite as he freed himself from his attacker.

Breathe! Breathe! He sucked at the air greedily, but got smoke instead. Coughing and choking, Boldheart collapsed, his vision blurring. As he descended into the swirling dark smoke, he saw a black form flying skyward, leaving him trapped in a ring of fire. Unable to hold on any longer, Boldheart fell unconscious.

* * *

Rainbow Dash felt her eyes refocusing, only to snap shut as she was assaulted by a blinding light. She tried to raise a hoof to shield her eyes, only to discover that it was tied firmly to a chair she was bound to.

"Hey, let me go!" She demanded, squirming against the restraining ropes.

"You are under interrogation." Came the flat, surly voice of Sgt. Ramrod from the darkness. "State your name, rank, and registry number."

"Name, rank, and what!" Rainbow Dash could hardly believe her ears. "This is some kind of joke, isn't it! Well it's not funny! You better let me go, or you'll be sorry!"

"State your name, rank, and registry number." The taciturn Guard pony repeated.

"Uuugh, fine." Rainbow whined, rolling her eyes. "My name's Rainbow Dash. I don't have any of that other stuff."

"Who are you working for?" Ramrod demanded.

"Working for? What the hay are you talking about?" This was all too weird. What did this lame Guard pony want with her anyway?

"We know you were spying. If you tell the truth, your punishment will be less severe."

"Punishment!" Now Rainbow Dash was alarmed. "I haven't done anything! I don't even know what you want!"

"You were apprehended while spying on Guard ponies discussing secret operation objectives, which risked compromising the mission in question. We will not brook any more of your lies." Sgt. Ramrod's voice grew colder. "Who are you working for?"

"I'm not working for anypony! I was just wondering what that Thundercloud was up to spying on my friend!" Rainbow grew indignant, frowning at her unseen interrogator.

"A likely story, however, it doesn't account for your surveillance on Lt. Thundercloud after he left the area in question." Sgt. Ramrod's voice had gone flat again.

"I told you, I was keeping an eye on the creep after he spied on my friends!" Rainbow practically spat, her temper rising. "Now will you let me go! I've got stuff to do!"

"You are being held as a possible spy working under Queen Chrysalis. You will be detained and interrogated until such a time that command deems you fit to return to your home."

"What!" Rainbow Dash cried in alarm. "You can't do that to me! Let me go!"

"I am afraid that is impossible. If you resist, you will be interrogated more thoroughly. Answer the questions, and this will go more smoothly." Sgt. Ramrod's voice betrayed no feelings or intentions.

Rainbow Dash felt fear welling up inside her. Where were her friends? She needed help, but nopony was around, or was there? Fueled by desperation, she started shouting at the top of her lungs, hoping somepony would hear her.

"Help me! Somepony! Anypony! That bully Sergeant has got me tied up, an- mumph!" Her cries were cut short when something was shoved into her mouth. The light disappeared, and Rainbow could feel herself being handled by rough hooves. She struggled, kicked, and tried to beat her wings, but the strength of the unseen ponies was unyielding.

Rainbow Dash could hardly keep track of time, her struggles weakening her to exhaustion as she was blindfolded and felt herself being trussed up. The mystery ponies hoisted her up, carrying her along with them. Suddenly her ears perked up when she heard the sounds of a train nearby. She redoubled her efforts, thrashing violently against her bonds and captors, and finally managed to break away.

"I told you not to drop her!" The commanding voice of Sgt. Ramrod snarled, followed by mumbled apologies to the angry pony.

Despite winning her freedom for a moment, Rainbow found herself heaved up yet again, and carried closer to the sound of the train. Where were they taking her? Feeling weak and helpless, the rainbow maned pegasus, despite her nerve, felt tears dampening her blindfold as she whimpered. She really wanted to go home.

* * *

Three dark forms skittered quietly into the fringes of Ponyville, their black bodies helping them blend in the darkness. Each was roughly the size of a pony, but covered in a chitinous insect hide, with luminescent green eyes, a set of gossamer wings, and an odd parody of a unicorn's horn protruding from their foreheads.

"Watch were you're go- oof!" One of the trio had stopped in alarm, and been crashed into a second. The two promptly started arguing and wrestling with each other, screeching odd insults at each other in their curious, skittery accent.

"Silence, both of you!" The leader of the pack hissed. He was one of Queen Chrysalis' best, as big and strong as a stallion. Unlike his companions, he was also smarter, or at least he told himself that. Most of the underlings were like that, utterly brainless.

"Leggo my leg!" Squeaked one, who was desperately trying to pull the limb from his companion who had latched his mouth over it.

"Norr gorra leggo till ya ret go o' mah wrings." The other managed through his mouthful of leg, flapping futilely with his wings.

"I said stop!" The leader hissed again, this time looming over the two unfortunate bugs.

"Yes boss Hidecracker!" They replied simultaneously, pulling themselves free of each other, snapping to attention, or at least their closest approximation.

"That's better." Hidecracker sniffed, then turned back to the town.

"More like Buttcracker!" The first giggled under his breath.

"Or Hidecreaky!" The other remarked.

Hidecracker huffed out a long breath and tried focusing on his task, doing his best to ignore the jokesters' jests at his expense. His eyes roved about, watching the darkened town with keen focus. Apparently there was a fire on the west side of the town, and most of the ponies were either indoors or off dealing with the threat. Good, it would make infiltrating the ponies' easier. He turned to-

"Hey Buttsniffer! Your mom was a toad!" One of his companions, an obnoxious little insect named Yellowbelly yelled at the top of his lungs, right into Hidecracker's face. The two clowns fell over laughing, leaving Hidecracker glowing as his temper built.

Bluenose, the second of the jokesters finally managed to stop rolling around laughing long enough to look up at their leader. "Uh boss, you don't look so good."

Gritting his teeth, Hidecracker was practically glowing bright red. Suddenly his temper snapped, and he lunged at the jokers. "I'll kill you!"

Skittering out of his way, the two beat a hasty retreat. "I think ya made him mad!" Bluenose giggled.

"Me! You're the one who called him Ponybutt!" Yellowbelly countered, barely containing his laughter.

"Ponybutt nothin'! I wasn't th' one who called his momma a toad!"

"So what, she looks like she could be one! Have you seen how bloated she is!"

"Get back here, both of you!" Hidecracker was tearing after them as fast as his legs would carry him.

"Heehee, yep, we really gone and done it this time!" They laughed gleefully.

* * *

Luna sat up, looking all about her. This place seemed familiar, yet she couldn't quite place her hoof on where she was. Out ahead of her, there was a grassy plain, interspersed with plants and trees of varying types. What had once been neat rows of plowed ground were now overgrown with all a manner of vegetation, and clear, trimmed orchards broken up by strange trees, mixing and mingling with their fruit bearing brethren.

Beyond the unkempt farmlands, a vast body of water stretched for miles, it's surface a black, softly lapping mirror. Yet deep beneath it's ebbing flow, tiny points of light like thousands of stars could be seen, giving the entire lake the appearance of being a piece of the night sky, fallen from the heavens. In the distance, an enormous bridge, fifty paces high, and half as many wide, stood over the lake's surface, chunks of the great stone span were missing where time and tide had consumed the massive supporting pillars or worn away several sections of stone walkway.

Luna's gaze followed the enormous bridge as it stretched for miles out across the Lake of Stars, until her eyes settled on a place that filled the Alicorn Princess with dread. Enormous black spires seemed to thrust from the small island like spears of an advancing army, with windows like dark, soulless eyes staring out at any who dared approach it's gates. Mighty walls surrounded the stronghold, filling any who looked upon them with a sense of foreboding and awe at their great height.

The castle was old, covered in the vines and moss of a thousand years, yet still it stood, as terrible as the days when Luna had seen it for herself. They told her it had once been a place of beauty, the seat of a great unicorn King. Now it was only an empty shell, filled with terrors of a past best left forgotten.

Luna rose apprehensively from her seat in the grassy sward, plodding carefully closer to the water's edge. It had been on these very fields where the last battle of the Dreamless War had been fought. It was here that Everbold, her dear friend, had fallen. She approached the lake's edge, her midnight reflection staring back up at her from the lapping waters.

"Everbold…" She looked into their depths, painful memories flooding into her mind.

"Everbold is gone." Came a new voice, that of an old, weathered pony, yet it's force made Luna tremble. "Now all that you are, all that you hope for, is mine."

Looking up, Luna saw an old gray pony smiling back at her. Terror started welling within her chest. "No, it can't be…"

"Oh, it can, my dear Princess," said the old pony with a pleasant smile, "and I fully intend to finish what I started."

Rising to her hooves, Luna drew up all the courage she could muster, standing her ground before the stallion. "Everbold defeated you and your kind! Equestria is safe! You are dead!" Her voice quavered as she shouted, wanting for all the world to flee.

Shaking his head softly, the old pony smiled. "Yes, your brave Everbold did rid the world of most of us, but he missed me, and he paid for it with his life. Now I am back and nopony, not even a Princess, will be safe from my power."

Even as he spoke, the simple old pony seemed to rise into the air, his visage growing faint as he rose. From over the lake, a great, billowing storm cloud rose, sweeping like a cloak to cover the sky. The grey pony slowly faded, replaced by pale eyes that stared from under the clouds like twin yellow moons, their gaze fixed on Luna. Long tendril-like claws the size of mountains slowly extended from either side of the cloud bank, slowly encompassing the entire valley. Flowing along the hanging edges of the cloak, caught in the swirling dark fog, cutie marks from countless consumed ponies swirled, their talents twisted and torn, feeding the terrible power that flooded from the storm.

The voice of the grey pony now resounded like rolling thunder riding on an evil wind. He began to laugh as the storm, possessed of his darkness, swarmed about Luna, slowly swallowing out every point of light. "Hahahahahaha! Come to me, my little pony! Your powers shall be mine, and the night will be my domain forever!"

"No! It will never be yours! Celestia will never let you win!" Luna cried back, tears of sheer terror streaking her face.

"Simple child, do you think somepony can save you?" The great voice chided her, mirth bubbling from the great, dark form's depths. "Everbold is gone. Your shield has withered, died, and there is nothing left to stop me."

Her mouth agape, Luna wanted with all of her heart to tell him he was wrong, that Everbold would stop him again, but she knew it was a lie. Everbold was gone, and with him, a little piece of Luna had died too. Unable to control her trembling, she dropped to the ground, her head hung in despair.

"Don't be afraid, Luna. I am here."

Looking up through her tears, Luna's eyes opened wide. Before her, facing the rising terror, a simple tan pony stood, the mark of a shield upon his flank. He was neither large nor intimidating, yet his mere presence sent Luna's heart soaring.

"Everbold..!"

The storm's advance suddenly stopped, a shining light cutting through the clouds to surround the two ponies upon the lake's shore. The twin eyes grew wider, fixed upon the earth pony standing between the terror and Luna. "You!"

"You couldn't take my dreams, Greycoat, and I'll never let you take hers!" Everbold shouted. "One day, or a thousand years! It makes no difference, for I have not surrendered to you, and I never will!"

The storm seemed to howl in agony as more beams of light cut through the nightmare. "I will not forget this, Everbold! Some day, I will destroy you, and when I do, all of ponykind will pay for what they did to me!"

"So long as we remain bold, you will never win." Everbold's voice dropped to a whisper. He turned to Luna, who had risen to her hooves once again. "My Luna, look how beautiful you've become."

"My Everbold! How can this be! You're…" Luna paused, afraid that he might simply disappear if she went any further.

"Dead? No, not really." Everbold replied with a chuckle. "The Dream Taker made one mistake, and that mistake has kept me alive for over a thousand years."

"I don't understand, why didn't you ever wake up then?" Luna couldn't hide her confusion.

"I can't." Everbold turned his gaze from her. "When he tried to consume your dreams and I stood in the way, he tried to destroy me instead."

Luna nodded. She could still remember how the Dream Takers would enter a pony's dreams in the night. Like shadows, they slipped in, bringing fear with them like a blanket of darkness. They would then consume the hopes and dreams of whatever poor victim they had attacked, taking the unfortunate's talents for themselves.

The Dream Takers had grown powerful, living eternally from the stolen dreams, their terrible magic leaving their victims eternally comatose. Even Everbold, the Captain of the Royal Guard, and shield to Princess Luna, had succumbed to their powers.

"As we discovered," Everbold continued, "they must attack anypony guarding the dreams of another first, and he was more than happy to devour mine."

"Then how do you still live? Surely he would have simply stolen your dreams."

Everbold smiled. "He couldn't."

"What!" Luna exclaimed in surprise. Nopony had ever been able to resist the power of the Dream Takers before.

"You see, for a Dream Taker to consume a pony, they must be able to bring their dreams to ruin." Everbold explained, his voice strong. "When he attacked me, I knew he had come to take your life. It has ever been my dream to protect you, my dear Luna, a dream fulfilled as long as I stopped him."

"He couldn't consume your dream, because he was fulfilling it." Luna looked on in wonder as understanding broke away the barriers in her mind. "You survived, because you were protecting me?"

Everbold nodded. "I swore on that day to watch over you and all of Equestria, and I always will. I love you enough to be a sacrifice, and though it has cost me everything, I am happy."

"But then how are you-" Luna stopped herself as realization struck. Sorrow swept away elation, and she spoke in a small voice as her eyes turned to Everbold again. "This is a dream, isn't it?"

"Yes it is," Everbold said sadly, "and I think somepony is looking for you."

"Luna!" The voice of Princess Celestia seemed to come from afar.

"Wait! How can I find you again!" Luna's voice filled with sudden desperation. "Please don't leave me!"

"Luna!" Celestia grew louder.

"I'll always be with you, my dear Princess." Everbold answered, even as the world around Luna seemed to fade away. "Dream of me..."

* * *

Princess Celestia cantered down the dark halls towards her little sister, alarm written all over her face. She nudged the smaller blue alicorn, trying to awaken her.

"Luna are you alright!"

"Sister?" Luna whispered sleepily, looking up at her regal sibling. Looking about herself, she saw the door to the Crypt of Dreams standing over her. "What happened?"

"You overslept." Celestia seemed relieved, seeing Luna awaken. "I had to raise the moon for you. When nopony in the castle grounds knew where you were, I got worried and came looking for you."

"Everbold!" Luna suddenly came alive, springing to her hooves. "I saw Everbold, Tia! He was in my dreams! He's still alive, Tia! He's still alive!"

"Calm down, Luna. Tell me what happened." Celestia asked. It was very unlike her sister to have such wild fantasies. No, something more was going on here, she was sure of it.

"Oh Tia, it was terrible! I saw one of them again! One of them survived!" Overwhelmed by the conflicting emotions raging through her, Luna huddled up to Celestia, fighting back tears.

"It's okay Luna. Tell me who survived." Celestia folded a protective wing around the emotional pony.

"The Dream Takers." Luna whispered.

Celestia's mouth slowly fell open. Tightness filled the Princess' chest, as if claws of fear had gripped her heart. She whispered to her sister, but couldn't stop urgency from bleeding into her voice. "Please, tell me everything.


	8. Chapter 8

Chapter 8

Of Life, Love, and Loss

Pinkie Pie rolled over in her bed, her eyes peering from under the blankets. She rubbed sleep from her eyes, then slowly focused them on the tiny figure curled up in the blankets across from her. The pale little filly was now completely visible, eyes squeezed tight, as if upset.

"She must be dreaming." Pinkie whispered to herself, creeping gently from her bed. She tiptoed over to her new friend, a motherly smile spread across her face. She brushed a loving hoof through Zephyr's mane, straightening out some of the rogue curls that had developed. Her hoof brushed against something hard beneath the pastel grey mane, causing Pinkie to pause. She felt the mystery object that seemed to pop like a lump from the pale filly's forehead.

"Wait, she has a…" Pinkie slowly lifted Zephyr's mane away, to reveal a small, flat nub rising from her head. It wasn't a full horn, more like the base of top of it looked like Sgt. Ramrod's scars, all scabby and battered.

Pinkie Pie felt a sudden surge of emotion filling her, but she caught herself before she squealed. This poor filly! What had happened to her! She sat down for a moment, her face twisted in thought. It didn't take her long to decide.

"Twilight will know." Pinkie whispered to herself. "I'll ask her about it later."

Rising to her hooves, the pink pony tiphooved quietly from the room, only stopping at the door to take another long look at her new friend. "Sleep well, little one. Auntie Pinkie Pie will be here when you wake up."

With that, she crept from the room, leaving the sleeping filly to her rest.

* * *

Twilight Sparkle slept fitfully, her mind filled with images of fire and shadows. The distressed cries of ponies echoed in her dreams, and over it all, a terrible mirth, as if a great storm had taken on a cruel, sadistic voice. The laugh grew louder, resounding and drowning out the fearful yells of the ponies.

A door came thudding to a close, awakening Twilight with a distressed cry. She had rolled too close to the edge of her bed, and upon hearing the sound, went over the edge in a mess of blankets. "Aaaah! oof!"

"Is everything okay in there?" The voice of Thundercloud came, sounding just as weary as Twilight felt.

Rubbing her head, Twilight sat up. "I'm fine."

Twilight's bedroom door opened, revealing the big white stallion. His coat was half covered in soot, bags hung beneath his eyes, and his wings drooped at his sides. He tried to form a half smile, staring sleepily up at her. "I'm sorry, did I wake you?"

Pulling herself free from the blankets, Twilight got to her feet. That familiar knot started forming, but she pushed it back. "It's okay, I needed to get up anyway. What happened to you?"

"Heh heh, I must look a mess." He glanced down at his messy coat. "We were out all night fighting the fire. It's under control now, but for a while there…" His voice trailed off.

Twilight felt a sudden pang of distress. Something was wrong. "Did something go wrong? Is anypony hurt?"

Looking at the floor, Thundercloud frowned. "One of the younger Guard ponies went missing in the fire. We searched for hours after the fire, but there was no sign of him."

"I should have made sure he was safe!" He shouted suddenly, squeezing his eyes tight. "He didn't take anypony with him, and now…"

"It wasn't your fault. I'm sure you couldn't have done anything more." Twilight walked up, her heart going out to the distressed Lieutenant.

"It was my fault! Boldheart was my responsibility, and I failed him!" Thundercloud looked up at her, seeing the sudden hurt in her eyes.

"Boldheart..?" Twilight felt her breath catch in her chest. Tears sprang unbidden into her eyes as she fixed her gaze Thundercloud, begging him to tell her it was a different pony.

Thundercloud drew closer, nudging the distressed unicorn softly. "You knew him, didn't you?"

"I- we had met last night…" Twilight wanted to curl in on herself. Losing a friend was too much for her to cope with. "He asked me…"

"Asked you what?" Thundercloud asked, his voice soft.

"He asked me how I was feeling. We ended up having a conversation, telling each other about ourselves, sharing our feelings…" Twilight choked on a lump in her throat. "I just made a new friend, and now he's gone."

Thundercloud nodded, his eyes sympathetic. "I know how you feel, Twilight." He sat down next to her, staring off as if in a trance. He spoke again, subdued by the weight of emotion pouring through him. "I remember losing one of my friends too. Her name was Sunny Sky. We had been close, very close."

"We had joined the Guard together, both so full of dreams it seemed that nothing on land or sky could stop us. We were reckless, and it cost poor Sky her life." He looked back at Twilight, his mane hanging down like a veil. "We were helping with an avalanche up near Baltimare, rescuing grounded ponies that were trapped by the snow."

Thundercloud could almost hear the shouts and screams as sad memories shimmered in his eyes. "There were some griffons there too, but they had other intentions. Sunny Sky and I thought we could take them in a fight, but we were wrong. They killed her, and left me for dead."

Twilight listened with rapt attention, her mouth growing wider at his description of the terrible day. Squeezing her eyes tight, she drew up next to Thundercloud, brushing her neck against his in sympathy. He returned the gesture softly.

The two sorrowful ponies stayed with each other for several long minutes, neither wanting to break their tender embrace. Finally, as they drew apart, Twilight spoke. "I'll get Spike to draw a bath for you. You should get some rest."

"Thank you, Twilight." Thundercloud answered, smiling at her. "I don't deserve such kindness."

Twilight smiled sadly back. "You've been through enough. We both have."

As the lavender unicorn headed off to go find Spike, a change came over Thundercloud. Gone was the sorrow and sympathy, replaced by confidence. "Yes, thank you very much Twilight Sparkle. Perhaps it was better that you started getting yourself worked up over that silly Boldheart."

He headed off to find the bath, assuming his downtrodden mood once again, yet within the recesses of his mind, he was already planning. Soon he would be a Captain of the Royal Guard! His plans were coming together perfectly, and all for the cost of a sap story, a little acting, and one worthless pony.

* * *

Deep in the Everfree Forest, a gnarled tree stood. It was ornamented with masks, and colorful bottles dangled from it's branches. This was the home of Zecora, an odd zebra who brewed potions for all a manner of ailments. Within the hollows of the curious tree, she was laboring with a patient whom she had run across under very mysterious circumstances.

Laid out on his side, Boldheart twitched as he breathed, much of his blue coat and red mane singed by fire. Zecora looked over the hapless Guard pony, a frown on her face. Had it not been for her intervention, her guest would have surely perished within the flames.

Looking him over carefully, she dabbed a muddy substance on the burns, eliciting soft moans of pain from her charge. Zecora couldn't help but smile a little. It might have hurt, but that meant the pony could feel. If he was strong, he would live.

With that thought settled, she turned her attention to yet another mystery. This curious pony was clearly of age, yet there was no cutie mark. He had not been scorched there, so why was his flank still blank? Pondering this oddity, she set her teeth carefully on the edge of the wounded pony's mane, trimming away a snippet of the hair. She then walked over to a wide, shallow wooden bowl, where she deposited the loch. Then with several deft motions, she poured a mixture of liquids and powders in as well, carefully mixing the brew.

"It is good Pinkie Pie is not here. That silly pony might start to fear." Zecora rhymed to herself, remembering her first encounters with the ponies of Ponyville. Had they known about her seeing dish, they might still think her some kind of enchantress. Indeed, the magic of the otherwise harmless wooden bowl was in a way an enchantment, but merely for seeing the ailments of patients. Certainly nothing so cruel as Pinkie Pie had made it seem.

Looking into the murky liquid she had mixed, Zecora began to chant. "Zabu kaf luru baan, keefo remu shi a waan."

Deep within the clouded waters, dark forms began to swirl. A pony, small and light. Great dark clouds? A shadow of some terrible beast? Zecora paused, contemplating for several moments before looking back into the water. Now a new pony, symbols swirling about it. It moved after them, but a great claw stole them from before it. Great glowing eyes, eyes of the beast.

Zecora slowly noticed that the light around her had begun growing darker. A crushing weight slowly descended upon the room, causing the walls to vibrate, and her things to clatter to the floor. The eyes in the water suddenly turned squarely upon her, and great claws of smoke swirled up out of the dish!

The dark, predatory claws swept about the zebra, their razor sharp edges closing around her. "Come to me, enchantress! Give me your dreams!"

"Nada! Naooka!" Zecora shouted back, slapping the edge of the bowl with a mighty blow. The dish went sailing through the air, spilling it's contents upon the floor.

"Uuuurraaagh!" The vile predator shouted as it's visage was splattered upon the ground, causing the smoke to break into a haze, clouding up the room.

Zecora slumped over, gasping for breath, her eyes still wide with shock. Recovering herself, she rose from the ground, looking at the mess left by the monster's attack. "A beast has come looking for it's prey, but it shall not have this poor pony today."

She turned back to Boldheart, and for a moment, she was sure she saw something appear upon his flank, but nothing of the image remained. "For this mystery I will need aid, or surely all this world will fade."

* * *

Twilight was finally away from distractions. She had made sure to take care of her guest, gotten things organized, sent Spike grocery shopping, and finally had time to think. Sitting up on her balcony, she leaned on the rail, staring out over Ponyville, letting her mind sink into some much needed contemplation.

Thundercloud had indeed been kind and understanding, she finally decided. Perhaps Rarity was right, and she really was falling in love. This wasn't anything like she'd pictured it, but then again, when was love ever what somepony expected? He did cut quite a figure, and was certainly compassionate, smart, alluring, all things she thought she wanted. It would be the easiest thing in the world to give him her love. Maybe it was time to find that special somepony, especially since he'd pretty much walked up to her!

Feeling her cheeks redden at the thought, her mind turned again. He was also a warrior, sworn to the Princess and to duty. What if she lost him just like Boldheart? The sobering thought stopped her for a moment. Boldheart had been so kind to her, friendly, willing, and brave. It seemed unfair that he had been stolen away so quickly, like a candle, snuffed out. A single tear fell to the railing.

"Hey Twilight!" Pinkie Pie suddenly appeared through the foliage below, a smile on her face, only to disappear just as quickly.

"Huh! Pinkie?" Twilight Sparkle snapped out of her mood, trying to register what had just happened.

"Yep!" Pinkie Pie reappeared, then dropped out of sight again.

"What are you doing?"

"Bouncing on a trampoline!" Pinkie exclaimed, disappeared, then reappeared again. "I wanted to talk to you."

"Uh huh, maybe you should just come up here and talk to me." Twilight suggested, still a bit weirded out by the sudden appearance of her friend.

"Okie dokie," Pinkie said before falling through the leaves again, "lokie!" The random pink pony had somehow gotten off the trampoline, through the tree, and right behind Twilight before she could even register what happened.

Twilight did a double-take, surprise written on her face. "How did you- never mind. What was it you wanted to talk about, Pinkie?"

"Well…" Pinkie began slowly, drawing in a breath.

"Oh no." Twilight groaned.

"…yesterday night I met this interesting new pony who I've never seen before, and she was really hard to see, you know what I mean? I mean you can see right through her some of the time but then she can be solid like you and me, but only sometimes. Her name is Zephyr, and she's a unicorn, or at least I think she was because she sort of has a horn but it's not all there so-"

Startled by Pinkie Pie's statement, Twilight placed a hoof over Pinkie Pie's mouth. "Wait! Did you say she had her horn removed!"

Pinkie Pie nodded enthusiastically, trying to speak around Twilight's hoof.

"Did she say how it happened? Was it an accident or something?" Twilight's voice grew more and more rushed. There was no way it could have been intentional, could it?

"Well, I didn't really ask her. She's kinda shy, and by kinda shy I mean like really shy! She even turns invisible sometimes! Can you believe it!" Pinkie spurted in a burst of excited chatter.

"I'm not sure. Can you bring her here, and see if you can get Fluttershy too. I have a funny feeling about this."

"Okie dokie lokie!" Pinkie nodded, then promptly bounced off the balcony through the leaves again.

Twilight Sparkle hurried back down into the library, her horn flashing as she dragged book after book from the shelves. "Oh, why did I have to send Spike off right now! No, no, no! It has to be here somewhere!"

Books continued to float through the air, landing in stacks and piles as Twilight searched for the book she needed. Finally she whooped in triumph as an old tome drifted towards her on a stream of purple magic. Blowing off the surface of the writing, she examined the cover. It was a reprint, of course, but even so, it was one of the oldest books in her collection. Etched carefully over the hard cover of the dusty volume was a form of writing barely seen in Equestria anymore.

"The Encyclopedia of Ancient Pony Practices." Twilight read from the cover, her eyes hovering down to the author. "By Starswirl the Bearded. I knew this book would come in handy one day!"

Setting the book down on a reading pedestal, she fluttered through the pages, looking for the topic she wanted. "Foaling, fort building, fudge, galloping, games, gems… Oops, too far. Ah, there we are, gelding!"

With that, Twilight settled down to read, hoping that the ancient pony's writings might reveal something about the strange pony Pinkie Pie had described to her.

* * *

Shining Armor raised a hoof, signaling his troops to come to a halt. The march had been long and hard, pushing many of the elite Royal Guard to their limits. Had there been any other choice, Shining would have gladly taken it, but right now, they had to secure the western borders of Equestria from harm. Luckily there was a rail station nearby that headed out to Dodge Junction, and beyond to Appleoosa.

"Fox Trotter, take three Guards with you and scout out the perimeter. Sergeant Barrelrider, have the stallions make camp. Corporal Mustang, get a patrol in the skies over that mountain. I want to know if anything is coming ten miles out." Shining Armor ordered, directing ponies to their duties.

Taking a moment to look up at the looming form of the Mountain of Misery, he frowned. Queen Chrysalis and her kin had disappeared in this region, but it was no safe place for ponies, no matter how brave. Things were different here, even more so than haunted realms like the Everfree Forest. Stories persisted of missing ponies, mysterious clouds that rolled across the ground, stones that walked like diamond dogs, hoofprints that appeared from nowhere, strange moaning voices, and ever zombie ponies if the paranoid stories were to be believed. Sure, Shining Armor was not superstitious, but there were definitely some places he never wanted to dare.

"Captain, Fox Trotter reports the perimeter is secure." A burly Lieutenant by the name of Nine Pins reported with a salute.

"Very good, Lieutenant. See to your men then. I want the unit ready for anything out here." Shining Armor replied, his eyes still watching the rough, stony hills.

"As you wish, sir."

As Nine Pins walked away, Shining Armor shuddered out an uneasy breath. "I hope this is all the action we're gonna see…"

* * *

Up the mountainside, the patrol of pegasus ponies had landed and were surveying the area. Corporal Mustang stretched his wings, his eyes slowly watching for trouble. It was quite a surprise then when two of his patrol suddenly jumped onto his back, beating him down and restraining him.

"What are you two doing!" Demanded Maverick as he fought against the ropes.

"Oh, just getting our jobs done." One replied with a laugh. Maverick struggled to hide his shock at seeing them turn into changelings before his eyes. "Too bad your pitiful men didn't see us before we brought them down!"

The changelings laughed to themselves as a fifth joined the party, his body changing to match Maverick's. "You all remembered to bring the gems, correct?"

"Oh yes boss!" One hissed gleefully. "There's plenty enough to get the Walking Stone to come!"

"Good. We wouldn't want the army to miss their appointment, now would we!" Maverick could only watch as they dragged him over to a rocky outcrop, sequestering him inside with the rest of his squad. Then the changelings departed, each taking the forms of one of the Guard ponies, with heavy bags slung over their shoulders.


	9. Chapter 9

Chapter 9

Starswirl's Warning

_There is nothing more enigmatic, nor more dangerous, than power._

_All my long years I have witnessed it's abuse, and more than once, succumbed to it's siren call._

- Starswirl the Bearded, excerpt from The Encyclopedia of Ancient Pony Practices

Twilight Sparkle's eyes scanned over the intricately woven images of ponies long past, each page a tapestry, with the ancient writing carefully worked into the images. She loved old books like this, and was curious as to what this particular volume would tell her about this mysterious friend of Pinkie Pie. She didn't see, nor feel the room fade around her as the words worked into the cover of the old tome began to glow softly, a spell ingrained into the very pages awakening as she eagerly read.

Spike was pushing the door open, his arms filled with groceries, when he heard a strange sound filling the room. Alarmed, the little dragon hastily deposited the bags filled with food on the floor, his eyes fixing on Twilight. The lavender mare was sitting perfectly still, her eyes fixed on the pages of her book as wind seemed to swirl about her, throwing stray papers and small books all about her.

"Twilight! Are you okay!" Spike asked, worry carrying into his voice. He tried to hurry over to her, his concern growing as his companion remained motionless, seemingly oblivious to his question. The wind, however, only grew stronger. As he pressed inward, he felt his legs leave the ground, carrying him up into the air.

"Wooaah!" Spike looked about himself, his little arms flailing in hopes of catching on to something. He called out again, but remained unanswered. "Twilight, what's wrong with you!"

Entirely unconscious of Spike's attempts, Twilight's rapt attention remained fixed upon the book, her gaze held firmly in place by a powerful enchantment.

* * *

Outside the library tree's windows, the three changeling would-be assassins were peeking in at the strange sight, their eyes fixed upon Twilight.

"What is it doing!" Yellowbelly asked, unsure of what he was witnessing.

"Throwing the little lizard, apparently!" Bluenose responded, a cackling chuckle emitting from him.

"Silence you two!" Hidecracker snapped. "It took us long enough to find ponies to imitate without being caught! I will not have you two ruin our work! Now it seems the Twilight pony is distracted so we'll-"

"Doctor Whooves? Lyra? Bon Bon? What are you guys all doing here?" Pinkie Pie asked cheerfully, trotting up behind the three ponies. "Is this some kind of prank! I love practical jokes!"

Completely oblivious of the changelings' disguises, Pinkie Pie walked right between the befuddled trio, peering into the window. Behind her back, Lyra looked over at Bon Bon, making a curious face. Bon Bon replied with a silent shrug, her face confused. Dr. Whooves slowly backed up, eyeing the pink pony warily. They couldn't let their disguises be blown yet!

"Ooh! What's Twilight doing! It looks fun!" Pinkie commented, then turned to face the three ponies, who were backing away slowly. "So anyway, my new friend and I were going to meet her, but I think she might be busy! So are any of you busy tomorrow at noon? I'm planning on throwing a really big superfantabulous party for my new friend Zephyr, and I wanted to know if you would all come!"

"Oh, uh, yeah sure!" Dr. Whooves replied nervously, trying to smile. "We love par- part… those things..!"

"Okie dokie! I'm glad you can come! Now Zephyr can make some new friends! Right Zephyr?" Pinkie looked down at her side, but the shy little filly had disappeared completely. "Huh, where did you go Zephyr?"

As Pinkie looked about for her invisible friend, the three changelings quickly hurried off, disappearing down the street. They didn't stop until they were back at the edge of Ponyville. Shedding their disguises in a burst of green energy, the assassins looked at each other.

"Woohoo! We get to go to a party!" Lyra, now Bluenose, whooped as he leapt into the air, his wings fluttering.

"No! We are going to no parties! This is obviously a trap, and we were lucky to make it out the first time!" Dr. Whooves snarled as he turned back into Hidecracker. "That pink pony is a spy, I'm sure of it! She was probably trying to lull us into a false sense of security."

As Hidecracker looked back up, he saw his companions not only ignoring him, but playing around! They had returned to their alternate identities as Lyra and Bon Bon. Worse, they were fluttering their eyelashes, shaking their hips at each other, and joking about being sexy! This was the last straw!

"Get over here you two!" He snarled, rushing at the jokers.

"Aaaah! Changeling!" They squealed, grabbing on to each other as if in fright.

"What! Wait, no!" Hidecracker's eyes went wide with alarm. "What if the Guards hear you!"

"Heehee, that's the idea!" The two chorused, grinning at their commander.

"Are you both crazy!" Hidecracker shouted, snorting at the insolent pair. He didn't even notice the sound of hooves approaching from behind.

"A couple of lovely mares being threatened by a changeling?" Wildfire chuckled, eyeing the still unmorphed form of Hidecracker, a reckless grin on his face. "This must be my lucky day."

Realizing his mission was in danger, Hidecracker fled as fast as his hooves could carry him. Wildfire, determined to impress upon what he thought were a pair of damsels in distress, raced after him. He didn't see them burst out laughing, nor fall to the ground, their guises shed in a fit of mirth!

* * *

Twilight Sparkle was far from inactive within her mind. Though completely unaware of the spell taking place in her room, she nonetheless was quite intent upon the one taking shape within her own mind. Images meant to convey story suddenly started stepping from the pages, followed by a flood of colors and light as the room about her seemed to transform! She found herself rising up upon the vast form of a mountain, the world in all it's beauty arrayed before her in a grand tableau stretching farther than she had ever imagined!

"Twilight Sparkle, I might have known it would be you." A strong voice called to her, carrying with it a feeling of belonging, as if hearing the call of a treasured mentor. Indeed, even as Twilight looked about, she spotted the source of the voice approaching her.

Twilight's mouth opened slowly, yet she could find no words to speak around her shock. The pony approaching her was a soft, muted blue gray, his flowing mane and beard as white as snow. He wore a floppy blue hat and cape adorned with stars and bells. His gentle eyes smiled along with his mouth through a small square pair of spectacles.

"It has been a long time, Twilight." The elderly Wizard's voice seemed to send a wave of calm over the stunned unicorn.

"Sta-ha-ah… Starswirl the Bearded?" Twilight began timidly, afraid that he might simply vanish from before her. "How do you know me?"

"I have known you for a long time, Twilight Sparkle. I was there at your birth." He answered, his old eyes shimmering with pride.

"But how! How is that even possible! You've been dead for…" Twilight stopped to consider what she was saying. "You did die, didn't you?"

"Hahaha, not dying as such, but embodying something eternal." Starswirl answered patiently. "You will understand in time."

"I will? I mean, I guess so, but how have you appeared, and why now?" Twilight's mind started to fill with questions as foalish dreams of meeting such a legendary pony awoke within her.

"It doesn't matter right now, Twilight. It must suffice to say that your book is far more special than you may yet realize. For now, I have come to tell you a story older than Equestria, perhaps as old as unicorn kind." The Wizard explained. "Only with this knowledge will you be able to put an end to the Dream Taker."

"Dream Taker! What's a-" Twilight asked, then caught herself, feeling a little foalish as he laughed softly.

"Patience, my dear Twilight. All will be made clear in time." He answered. "Do you know what a gelding is?"

"Of course!" Twilight's embarrassment was quickly replaced with pride at the chance to show off her knowledge. "A gelding is a unicorn who's horn has been severed, cutting them off from the flow of magic."

"Very good, but your knowledge is incomplete." Starswirl replied kindly, seeing the young unicorn's dismay. "It is quite all right, Twilight. I didn't expect even you to know too much about geldings. Most of the knowledge was destroyed by Princess Celestia, in hopes that ponykind would forget the tragedies of a shameful past."

"What! Why would Princess Celestia do something like that! Surely she knows better…" Realizing she was raising her voice in defense of her beloved Princess, Twilight tried to calm herself.

"Yes, she does know better, but even Princess Celestia was not so great and wise, once upon a time. We all have our faults, even those who are revered as if we had none." Starswirl corrected gently. Twilight spent a moment to consider his words, then looked back up at the wizened pony.

"I'm sorry for interrupting, please continue." She apologized, eliciting another soft laugh.

"Don't worry, little one! Even as old as I am, I remember what it was like to be young and full of questions too. We are not so different, save for this big patch of fur that has taken over my face." The elder pony joked with a smile. Twilight giggled, her attention firmly fixed upon Starswirl again. "Now where was I? Ah yes, geldings."

"Gelding is an old practice, much older than myself. In far off times, it was used as a tool of shame, to deny the right of magic to unicorns by their enemies. Later it was adopted as a form of capital punishment, used by Kings of old for crimes of magic too harsh for lesser judgements. Even in my time, when gelding was banned as an act of cruelty, ponies still used it for their own ends."

"You see, gelding not only takes away a unicorn's magic, but it harms their souls too. The wound left within is deep, often fatal. Many geldings lived only a few years before succumbing to grief, bitterness, or the inability to cope with their loss. Perhaps for many it was a blessing, for much worse fates often followed those who lived."

Twilight listened with rapt attention as images of Starswirl's tale flowed around her, moving like water yet taking on a life of their own. As he continued his story, Twilight felt a strange feeling growing within herself, yet she continued to listen, not daring to interrupt again.

"When a pony did survive the gelding, their magic continued to grow, still trapped within them. The pony would often feel trapped, as if something were trying to burst from them. The magic would continue to rise, twisting around their feelings as time passed, feelings that were often dominated by sorrow, envy, and wrath. Each pony would start manifesting abilities associated with their emotions, some fading from the mortal world, becoming living parts of stories, fading into crying voices upon the wind, turning to monsters such as windigoes, or worse."

"The worst of all were those consumed by envy and wrath. Unable to fulfill their own desires, and willing to harm anypony to reach their own ends, they came upon the power to enter dreams. Some who merely existed in this form, wandering from dream to dream were called Dream Walkers, forever to watch longingly as the dreams of other ponies passed by. There were those who refused to merely watch, however. They instead chose to turn those dreams into nightmares, delighting in crushing ponies' hope, stealing away their joy, and eventually consuming every good thing in their victim's life."

"These cruel ponies grew more powerful and hungry for the dreams of others with each victim, fueling their insatiable desire to take. As they did, their powers twisted these once normal geldings into horrible parodies of the ponies they once were. Now clothed in the stolen dreams and cutie marks of their victims, they became monsters. These creatures are called Dream Takers."

"Long ago, before Equestria, powerful unicorns sealed the Dream Takers away in a dungeon beneath the unicorn fortress of Midnight Castle. Powerful spells were woven to hold these cruel ponies in place, with the hope that they would one day give up their powers, or simply wither away."

"The Dream Takers were not so kind as to cease, however, and in their craftiness, they survived. When unicorn kind abandoned Midnight Castle, so did those who kept the spell leave, weakening the defenses that bound the prisoners in place. After countless years, the Dream Takers freed themselves from the chains of imprisonment, and once again they sought the dreams of ponies."

"The beginning of the Dreamless War." Twilight whispered to herself, bringing a smile to the grim expression of Starswirl.

"Very good, Twilight. I see that your history lessons were well placed in you." Starswirl complimented, bringing another blush to the proud unicorn.

"The Dreamless War was a terrible conflict, as it's first victims were not warriors, but innocent ponies who's only crime was daring to dream. The Guard deployed under a brave young Captain named Everbold. Determined to protect Equestria, the young Captain set out to rid the world of these cruel ponies once and for all."

"He died protecting Princess Luna, didn't he?" Twilight questioned, her mind drifting back to the statue of Everbold in the garden.

"Yes, yet even now his spirit lives on, though only because he bound himself to the last survivor of the Dream Takers." Starswirl's voice suddenly grew more sullen. "It seems that the last Dream Taker is not willing to give up so easily.

"What do you mean? Is something wrong?" Twilight asked, concern in her eyes.

"Unfortunately yes." Starswirl began again, turning slowly away from Twilight, stroking his beard as he went. "This pony is relentless, and willing to pay any price to destroy the spirit of Everbold. To that end, he placed a curse upon the bloodline of the brave earth pony."

"Wait, that's impossible. Curses aren't real!" Twilight exclaimed.

Turning back to the upset pony, Starswirl shook his head, ringing the little bells. "Oh my young filly, were it only true. Curses are very real, and have done indescribable harm." He took up the tale once again. "Filled with rage against Everbold, the Dream Taker twisted fate, so that every firstborn pony in Everbold's line would be forced to sacrifice themselves for another, just as Everbold did. For countless generations, ponies have died before that black power, and now only one remains. Just as all the others, the Dream Taker has set out to destroy the last hope of Everbold's line, and in doing so, ending the struggle he fights with his mortal enemy."

"No! We can't let him succeed! All of Equestria could hang in the balance!" Twilight cried, dismay written on her face.

"Indeed, and that is why I was hoping it would be you. If anypony can end this curse and turn the tide of this threat, it is you Twilight."

"Don't worry. I won't fail you." Twilight puffed her chest out proudly.

"Then go, and know that I will always be watching over you." Starswirl said proudly as magic began to swirl about the two ponies, sweeping with it the incredible view. "Goodbye Twilight Sparkle. We shall meet again."

"Thank you, Starswirl the Bearded." Twilight called after him as the library once again filled her sight.

* * *

Books and papers had been strewn about by the windstorm that had swept through. Spike was lying on his back atop one of the bookshelves, his tail dangling over his head. "How did all of this happen?" Twilight asked in surprise, looking up at her assistant.

"I was hoping you'd know. You were kind of in the middle of the whole thing." Spike replied sarcastically, getting up from where he had been deposited by the violent wind.

Glancing at herself, Twilight couldn't deny that despite the disheveled state of the room, there wasn't a hair out of place on her. Instead of admitting that she might have been responsible, she tried to blow it off. "Whatever happened, it's a mess now. Could you clean it up?"

"Yeah yeah, I'll take care of it." Spike grumbled, half climbing, half falling from his impromptu perch.

"Thank you. Now I've got some studying to do. Somepony needs my help, and the fate of Equestria may very well be at stake!"

"I've heard that one before."

"Spike!"

* * *

Deep underneath the halls of Midnight Castle, a silent crypt of living stone, lit only by faint candles, sat the old grey stallion. He slowly rose, his old body crying out against his every motion. It had been too long since he had fed upon the sweet dreams of ponykind, and age was catching him once again. Finally rising to his hooves, he turned slowly to greet the visitor who had thought herself unannounced.

"So, my dear Chrysalis, what can I do for you?"

"Napping on the job? I would have thought you were actually going to try and aid in my ultimate victory over Equestria." Sarcasm practically dripped from the changeling Queen's mouth.

"Even the smallest ripple can reach far." He replied gently. "Twilight Sparkle is about to throw herself in harm's way, and she doesn't even know it."

"Really? How can you be so sure?" Chrysalis replied snidely.

"Ponies are quite easy to fool, and will listen to anypony who appears to be what they hope to see. It is comical, really. Twilight was so taken in by the image of a long dead Wizard that she accepted every word. She even believes that she can change the destiny of that foal Everheart and his kin."

"I assume this means you have dealt with the last of the Everheart line?"

"Soon enough, he will be in my clutches. All in good time."


	10. Chapter 10

Chapter 10

Rainbow's Mission

"Get up."

"Huh..? Where am I?" Rainbow Dash yawned. She became alert when she realized that not only was she blindfolded, but bound as well. She promptly began thrashing about. "Lemme go! You can't do this to me!"

"Silence! You will do as you are told." Sgt. Ramrod's unmistakable voice snapped.

"Wait, don't I know this filly from somewhere?" Another voice asked, one Rainbow Dash knew all too well. "Oh yeah! You're the one who saved my pie that one time!"

"Soarin! Soarin of the Wonderbolts!" Rainbow wanted to jump out of her skin with excitement! Even being restrained against her will wasn't enough of a distraction to get her to ignore one of the Wonderbolts! "Hey, you gotta help me! They think I'm a spy!"

"Uh… well, you could be a changeling. We are supposed to check you out, just to be safe." Soarin replied, a little unease in his voice. Rainbow Dash blushed. Being checked out by the Wonderbolts! She could almost squeal!

Her excitement was cut short as she felt herself being hoisted onto somepony's back, and carried from her prison. The sound of steam shunting through the air told the pegasus that she had just left a train, probably the same one she'd been taken onto the night before. The bustle and sound of masculine voices all around spoke of a lot of activity. Wherever she was, there were a lot of ponies about.

"Ouch! Hey watch it!" Rainbow snarled at the pony carrying her when she felt her backside hit something.

"My apologies." Sgt. Ramrod replied, his voice not even hinting at actual sympathy.

"So uh, how've you been since the big wedding?" Soarin asked inquisitively. "I mean, as long as you're not a changeling or anything like that."

"Oh, you know, just being my _awesome_ self!" Rainbow tried to sound disinterested, which she failed miserably. "I did race in the Neightona 500 last month!"

"_Lucky_! I wanted to go, but with the whole changeling invasion, we've been pretty busy watching for trouble, so they wouldn't let me get away for it." Soarin complained. "How did you place!"

"I didn't do too bad, though I would have won if that bucking Winging Wind hadn't hit me in the forty-ninth lap!" Rainbow answered excitedly. "I still managed to pull off a good twelfth place!"

"_Nice_! They really should get more serious about the regulations for intentional collisions. I'm sure you remember what happened last year at the- oh, good afternoon sir!" Soarin's attention suddenly went to somepony else. Sensing something was about to happen, Rainbow readied herself for the worst.

"Let her down, Sergeant." A calm, level stallion's voice came.

"Yes sir!" Sgt. Ramrod answered sharply, and with surprising gentleness, lowered the captive pegasus to the grass. Rainbow Dash felt the blindfold and bonds being removed, and was forced to squint her eyes against the harsh glare of the sun as it peeked over the cloth.

As she blinked away the spots in her eyes, Rainbow felt a horn flowing with magic touch her. She flinched, not sure what this meant, but it was quickly removed. "Sergeant, this pony is not a changeling. Why have you brought her here?"

"Sir! This pegasus was captured while observing an officer discuss military intelligence. She was concealed, and appeared to be attempting to listen in on the conversation in a most suspicious manner. I feared she may be working for the enemy, and might attempt to subvert our defenses." Sgt. Ramrod snapped out his report with clean efficiency.

"I see, and what do you have to say about all of this, Rainbow Dash?" The authoritative pony asked her.

Having finally cleared her eyes, Rainbow looked up at the pony addressing her. It was Twilight Sparkle's brother! Not even thinking about what she was saying, Rainbow blurted out her part of the story. "I wasn't spying on them! I was keeping an eye on that Thundercloud! He was the one spying on Twilight!"

"_What_!" Shining Armor's eyes suddenly blazed! "He was _spying_ on my sister!"

"Sir, with all due respect, I believe an explanation is in order." Sgt. Ramrod stated.

"It better be good." Shining Armor's voice left no doubt as to the consequences if he wasn't satisfied. "Twilight Sparkle has been classified as a Tier One priority, and as such, Lieutenant Thundercloud has personally seen to her protection and well being. I believe this has caused the misunderstanding." Sgt. Ramrod explained.

"Huh, likely story!" Rainbow retorted, still upset about being dragged off.

"I see. Very well, return to your duties, Sergeant." Shining Armor commanded, his voice calm again. Rainbow Dash was about to leave as well when the Captain stopped her. "Rainbow Dash wait. I still want to speak to you."

Halting herself nervously, the rainbow maned pony looked back at him. "Look I can explain-"

Holding up a hoof for silence, Shining Armor waited until she settled down. "Listen, I know you're a loyal friend of my sister, and if you really believe you saw him spying, then you're telling the truth. Sgt. Ramrod is just doing his job, and I gave the order to interrogate suspicious ponies. I owe you an apology."

"Oh." Rainbow Dash blushed from embarrassment. "Sorry for jumping to conclusions."

"It's alright." Shining Armor glanced around, then leaned closer to her. "I need something from you too. If you'll follow me, I'll explain everything."

Rainbow followed behind Shining Armor, her mind beginning to race. What could he want from her? It sounded important, whatever it was.

* * *

"Look, no means no! We can't let any strangers into Ponyville at this time." The insistent Guard pony had just about enough with this striped stranger! The curious, ponylike animal had been trying to convince him in her little rhyme talk that she needed to get into Ponyville.

"Your course of action is most unwise! I can not wait while time flies!" Zecora stomped her hoof, then hurried off. The Guards had been unwilling to let her pass, despite her desperate explanation of Boldheart's need. As a thought sprang into her mind, she changed directions. "If into Ponyville I can not get, another course I must set."

It wasn't long before her roundabout course led her into a vast apple orchard. Looking about, she finally saw what she was looking for. "My dear friend Apple Bloom! I need some help, and very soon!"

"Zecora!" Apple Bloom exclaimed happily. "What're you doin' here in Sweet Apple Acres?"

"Help from Twilight Sparkle, I need to ask. But I fear the Guard ponies will not let me pass." The zebra replied. "Her magic power is what I need. Please bring her to my home with all due speed."

"Sure! Is somethin' wrong with yer house?" Apple Bloom asked.

"A Guard pony is under a spell. I will need her help, if he is to be well." Zecora explained.

"I'll get her right away!" Apple Bloom answered, racing off through the orchard towards Ponyville as fast as her little legs could carry her. Zecora smiled with relief. At least now the poor Guard pony would get the help he needed.

* * *

"Pinkie, there's nopony here." Twilight's voice was flat and irritated. Pinkie Pie had been very excited to show her this gelding, but so far nopony had shown up at all.

"Oh she's here! She's just too shy to come out right now, so you can't see her!" Pinkie Pie explained matter-of-factly.

"Right..." Twilight sighed. "Well I've been waiting for nearly half an hour, and this _friend_ of yours has yet to show herself. If she's not coming, I'm not going to waste anymore time waiting for her."

Pinkie Pie suddenly leaned over, her right ear perked up. "What was that Zephyr? Oh, okay!" She turned back to Twilight. "She says she's scared of you. I can't imagine why! After all, I don't think you're that scary! Unless maybe she sees something different than I see, but that would be weird! Heeheeheehahaha!"

Twilight put a hoof on her face. Pinkie Pie was making up imaginary ponies and talking to them! Why wasn't she surprised to find this out? She turned to go back inside the library. "I don't have time for this."

"Wait! _Twilight_!" Pinkie moaned. "You said you'd help her!"

"Pinkie, I can't help an imaginary pony! Just pretend that she's better!" Twilight hollered back, closing the door behind her.

Pinkie Pie's ears drooped irritably. "Well that was a big waste of time! C'mon Zephyr! Let's go see if Fluttershy can help you! At least she won't be a big mean meanie pants about it!"

The little pale filly appeared next to Pinkie Pie as she headed for Fluttershy's home on the outskirts of Ponyville. "I'm sorry, but she seems so unhappy."

"Don't you worry about it! Twilight can be a grumpity grump if she wants!" Pinkie explained with a giggle.

* * *

Rainbow Dash followed Shining Armor through the bustle of the Royal Guard encampment, her eyes roving about this way and that at the sights. Large stallions and athletic mares went here and there, their armor glowing in the afternoon sun. The camp seemed to be a place of constant activity, with exercise drills going on next to busy work stations, and patrols sweeping wide about looking for possible threats. Even the Wonderbolts were flying maneuvers in their blue lightning marked flight suits! Rainbow was so taken in she almost crashed into Shining Armor as he stopped at the command tent, a large olive drab thing that sat in the heart of the organized chaos.

"Are you coming?" Shining asked the distracted pegasus, his eyes still glancing about.

"Oh, sure!" Rainbow Dash replied. She followed him into the cavernous interior, where a table sat covered in maps, many with little pins sticking into various spots. Correspondences from all across Equestria sat strewn about the surface, reporting readiness, activity, and possible enemy sightings. The whole layout quite a bit much for the pegasus to take in.

"Sooo, what's up?" She asked, looking over to the Guard Captain, trying to hide her sudden apprehension.

"Rainbow Dash…" Shining Armor began, but seemed to be struggling to find the right words. "…I need you to spy for me."

"Wait, what!" Rainbow stared at him as if he'd just told her he was a donkey. "Didn't I just get dragged all the way up here for spying!"

"Yes, and it was a mistake." He explained slowly. "I'm not asking you to do this lightly. I'm concerned people really are going after my sister, and I believe you about Thundercloud. Even though Sgt. Ramrod is a good soldier, he can be blind to the faults of those in charge of him. I think there's more going on in Ponyville than any of us are being told, and I need to have someone I can trust to be my eyes."

Rainbow Dash's mind was racing! "Me, a spy! That would be _awesome_!"

"So you'll do it?" Shining Armor's voice betrayed his anxiety and hope.

"Buck yeah I'll do it!" Rainbow Dash replied excitedly.

Shining Armor breathed a sigh of relief. He had been worried the strong willed pegasus might have refused his request. "Thanks, you have no idea how much that means to me." He half-laughed.

"Why all the worry, though? I mean, it's not like somepony's going after us…" Seeing Shining Armor look away, Rainbow Dash stopped. "Wait… is somepony after us?"

"We don't have any proof yet, but something has been amiss for quite a while now. Even the changeling activity seems random. We're sure they're up to something, and maybe it is just a feeling, but I'm sure they're going after Twilight. What you told me only makes me more certain." Shining Armor looked back to Rainbow Dash, worry filling his expression. "I won't risk losing her."

Feeling a sense of pride swelling in her breast, Rainbow Dash flew upright, throwing a jaunty salute. "You can count on me, sir! I won't letcha down!"

Straightening up, Shining Armor returned her salute. "Very well. As Captain of the Royal Guard of Equestria, and in the name of Her Royal Highness Princess Celestia, I, Shining Armor, hereby promote you to the rank of Lieutenant, and commander of the First Eyes of the Guard."

"You are hereby given the right to recruit spies in your service, until such a time that Equestria is safe and secure. All of our futures may ride on you someday. Do your duty for ponykind everywhere."

Rainbow Dash nearly shot through the roof of the tent, only holding herself back to keep from showing a lack of discipline. Reaching into a drawer on the table, Shining Armor produced a pair of Lieutenant's bars.

"These were mine when I was first promoted." He said proudly, holding up the two golden bars. "Now they're yours."

Taking the rank markers, Rainbow once again repressed her excitement. "Thank you sir."

* * *

The mountain of Misery had long been a place of rumor and dread for ponykind. Legend said that once dragons had lived there, using the mighty mountain as a fortress from which to spy out their prey. Yet for longer than even Equestria had stood, not a single one of the great beasts had been seen claiming it's skies or dwelling upon it's rocky heights.

Little did ponykind know the sins of their forefathers had tainted this land with magics never meant to be used. Spells were crafted into the very stones, meant to drive away the mighty predators who roamed the skies, spells that when left unchecked, had only grown.

One such spell, perhaps older than all others, took the form of a humble rock outcropping. Great slabs of granite, pockmarked with smaller stones, were piled in a mound upon the mountainside, just like countless others. This one was more than it seemed however.

Deep within a simple mind, a hunger awoke. The desire to ingest food. Food was made up of tiny crystalline formations that rarely grew large enough to sate the mind's hunger. When they did group up, it meant something collected them!

The mind sought deeper, as ancient reflections mirrored off a great, crystalized amber surface. In it's memories, great armored lizards, covered in spines, with wings that spread across the the skies as they flew, belching mighty blasts of fire upon it! The mind didn't care, for fire did not unmake stone.

A predatory rumble sounded deep within the rock formation. The hunger was growing! Dragons were the keepers of gems, dragons were it's enemy! It would seek the gems, it would feed it's hunger! No beast, not of sky or earth, of might or magic, would stand in it's way!

The earth began to rumble as the stones started to shift and move. Like some elemental colossus, the great slabs of granite formed into a vast, humanoid shape, it's face replaced by a great amber gem, larger than a large wagon! The Walking Stone had awoken, and it was hungry!

For long moments, the eighty-foot colossus stood, towering over it's mountain stronghold. The gem forming it's featureless face shifted slowly right, then left, glowing softly as it turned. As it finally came to face the east, the gem began to glow brighter, it's hungry magic feeling the call of gems!

With all of the steady power of a landslide, the enormous being began to walk, it's footsteps thundering, shaking the ground with each massive footfall. The earth trembled, the trees shivered, and all moved before the god of the mountain. The Walking Stone was coming!

* * *

Twilight Sparkle followed Apple Bloom into the dark confines of the Everfree Forest, her eyes roving about the damage done by the flames. "I hope Zecora's home wasn't threatened by the fire."

"Ah don't think so, Twilight, or else she woulda said somethin' about it." Apple Bloom replied, not even slightly bothered by the eerie forest. The path had grown quite familiar to her, since nopony visited Zecora quite as often as she did.

"You're probably right," Twilight laughed nervously, "it doesn't look like the fire has reached this far back into the woods. So did Zecora happen to mention anything about who we're going to help?"

"Nope, she jus' said to come an' get you as soon as ah could." Apple Bloom answered proudly.

"Well I hope she didn't need me to bring anything." Twilight continued to glance about. "I'd hate to think we came out here for nothing."

"Don't worry Twilight! Ah'm sure Zecora'd have told me if ya needed one o' your books."

Neither one of them saw the shadow that seemed to detach itself from the trees around them. The creature wasn't invisible, but seemed to fade naturally into the background. Moving slowly after the fillies, the dark, strangely mottled pony trailed them, confident in it's ability to remain unseen. Deeper and deeper the pony walked, weaving it's way after Twilight and Apple Bloom along the dimly lit path through the wild mixture of plants and trees.

Much like his master, the Dream Taker, he was a gelding, robbed of his magic, kept captive, and made to suffer a lonely eternity trapped within stone by cruel unicorns. He had almost given into despair, letting himself fade from all existence, when the old grey pony had freed him from his prison. The mysterious old one promised him not only freedom, but something far more tempting, something he could not hope to refuse. Vengeance. He would be the hidden hand of the Dream Taker, slaying unicorns and their allies, making them suffer for all he had endured! Executing this lavender pony would be sweeter than honey!

"So this is Twilight Sparkle." The odd pony whispered to himself. "Killing her will hardly prove a challenge."

Stealing a moment to reach back, the pony drew a long, slender blade from his side. Shimmering dully in the muted light of the forest, the deadly killer's blade slid soundlessly from it's resting sheath. He watched for his opportunity, patiently waiting as Apple Bloom opened the door to Zecora's home.

As the two ponies stepped into the hollowed tree, the assassin saw his opportunity. With the skill and guile of a predator, the he began closing with the unsuspecting fillies, his blade hovering closer and closer to Twilight's back…

Drawing in his breath, the assassin lunged.


	11. Chapter 11

Chapter 11

Awaken

Deep within the recesses of his fevered dreams, Boldheart struggled against the luring pull of death. Looming before him, all about him a great laughing form of smoke and darkness, sending fear tearing at his sanity with every turn. He would run one way, then another, his eyes searching for any escape from the terror that dogged his every step, outguessed his every move. He wasn't even sure how long he had been running from the dark shadow that sought to consume him.

Suddenly, a vast chasm seemed to open before him, rending the earth and cutting off his escape. Skidding to a stop right at the edge of the new abyss, he turned to look back at the darkness as it swelled about him like a tide. He couldn't tear his eyes away from the looming face, that seemed to form, like a wolf's, all fangs and blazing, cruel eyes. Scooting back as close to the edge of the cliff as he could, Boldheart screamed out, utter terror seizing his soul.

"There is no escape for you now, Boldheart!" The monstrous countenance laughed, the looming fangs of smoke drawing about him.

"Somepony help me! Please!" Tears streamed down his face as he squeezed his eyes shut, his entire body quaking with fear.

"Boldheart." A new voice, faint as a whisper emerged.

Looking up, the young Guard pony began looking about, hoping beyond hope that he had indeed heard somepony calling to him. As he turned about, his mouth slowly dropped open. The chasm was gone, and in it's place, a simple tan pony, weathered by years stood before him. The vast emptiness behind him was now full of ponies, countless stallions and mares, their eyes shining.

"You're not alone, Boldheart." The old pony said, his smile lighting a spark within the frightened pony's heart. "We are the line of Everbold, your family."

"My… family?"

"For countless generations, since my time, we have stood brave against the dangers of the world, protecting all we love, even enough to give our lives for those we cherish. Everypony here has selflessly cast aside their life and freedom to save another." Everbold explained calmly. "You're stronger than you know, my little colt. Do not fear the darkness, nor run from that which frightens you. Be courageous, and let go of your fears."

"But I'm so afraid…" Boldheart tried to explain, feeling ashamed of his fear.

"We've all been afraid sometimes." Everbold rested a hoof upon Boldheart's shoulder. "Courage isn't what you feel, but what you do even though you're afraid. Somepony needs you right now, will you abandon them?"

"No, no I won't…" Pushing himself back to his hooves, Boldheart turned to face the monster. He felt his instincts try to overwhelm him, as if ice were trying to freeze him from the inside. Shoving back the feeling, he braced his hooves, meeting the terrible eyes with his own gaze. "My name is Boldheart! I will not give in to you!"

"Bold words for such a little thing, but what are words compared to true might!" The vast darkness laughed back at him. "I will drown out your world! There will be nothing left for you, all consumed, all cast into the abyss! You are mine!"

Fighting back his fear, Boldheart lowered his horn, and with a cry, he charged at the monster! His heart pounded in his chest, his eyes filled with tears, yet onward he pressed, and into the heart of darkness the brave pony vanished.

"Hahahahaha! What a foal!" The shadow laughed as it fed upon the hopes and dreams of the hapless Guard pony. "To think one simple pony could stand against me."

Suddenly the darkness' laughter stopped as a tiny ray of light pierced it's form. "What is this!"

A second beam followed the first, cutting through the smoke and shadow like a blade! Another followed, and another! Within moments, the creature's form was coming apart from within. "NO! This can not be!"

"My heart will not give in!" The tiny voice of Boldheart called out from within the monster's crumbling form. "I am Boldheart, and I do not fear you!" Surrounded by light, the unicorn stallion felt the magic locked away within him surge outward like the sun shattering the darkness as it peered over the horizon. With a terrible scream, the creature was torn asunder, it's dark form cast out of his heart. Standing there with his eyes wide, Boldheart looked about him. Everbold and the ponies who had stood behind him now surrounded his shaking form, smiles upon their faces.

"I… I did it!" He gasped cheerfully, a smile warming his features.

"You were brave in the face of your fears, and you overcame them. I'm proud of you." Everbold said. "Now arise, for another needs your help!"

"What? Who needs my help? What do I do?" Caught off guard, the young pony looked to his elder.

"Don't worry, Boldheart. Do what you know is right, never lose your courage, and protect all that you love! Now _awaken_!"

* * *

The razor sharp blade moved like lightning, slicing into Twilight's back, it's deadly point seeking to silence her heart forever! The assassin felt glorying self adulation filling his senses as he relished the death he was bringing to this unicorn filly. He did not see the stallion until far too late.

Boldheart had risen up, his eyes fixing on the ponies entering, and the shadow beyond. Perhaps it was Twilight's surprised reaction to seeing the Guard pony, or him shoving her aside, but as the blade bit cruelly into her back, it's course was shifted, sending the point deep into her shoulder instead.

With a sharp cry of pain and confusion, the lavender unicorn twisted and fell. The assassin drew back his blade, but failed to bring it against the charging stallion before he had crashed into the dark pony, knocking him back out through the doorway.

"Aaaiieee!" Apple Bloom screamed, her eyes wide as she saw Twilight fall, a trickle of blood making it's way from her friend's back to the floor. Rushing up, the filly nudged her friend, trying to help her up. "Twilight! Are you okay!"

"Aaaah, it… it hurts…" Twilight struggled to answer as she rose, limping on her right foreleg. "What was that!"

"Ah think somepony attacked you!" Apple Bloom blurted out, her heart still racing.

"Attacked!" Struggling over to the door, Twilight tried to make sense of the scene happening outside.

The dark, nearly formless assassin was locked in a deadly dance with Boldheart, their blades flashing back and forth as each sought to find a weakness in the other's defenses! The fighting ponies crashed into each other, swept about, their hooves digging into the dirt as they sought purchase! Boldheart lunged, was nearly impaled upon his foe's blade, only to evade the deadly strike by twisting himself about, hitting the ground hard!

The assassin lunged, his narrow blade poised to kill! Boldheart threw his head around, using his own blade to parry the killing blow! The assassin's dagger buried itself to the hilt next to the Guard pony's head, it's edge disappearing right next to his eye! He lashed out with a double hoofed kick, sending the dark pony reeling back!

Focusing as best she could, Twilight summoned a burst of pure force. The bolt of pure magical energy leapt from her horn, slamming into the assassin like a moving wall, sending him crashing through trees and underbrush. Exhausted from the effort, Twilight slumped against the doorframe, gritting her teeth against the pain in her back.

Boldheart managed to get his feet under him, his chest heaving as he fought for breath against his own exertions. Sweat poured into numerous slashes and cuts that now marred his body, sending stinging pains shooting through his body. He stumbled over to Twilight, who's breaths had grown more shallow.

"Twilight! Don't worry… get… for you… Hang on…" Boldheart's words seemed to blend into each other as the wounded mare's gaze started to swim. Her eyes fluttered as she fought a losing battle to keep them open. Weariness and blood loss sapped her strength, and merciful sleep swept over her.

* * *

"Hey Big Macintosh, 'ave you seen Apple Bloom?" Applejack asked her brother worriedly as she trotted up to him in the orchard.

"Nnnope." Big Mac replied, looking over at her.

"A haven't seen 'er since yesterday, an' I got a funny feelin' she mighta got herself into some trouble. Will you help me look fer her?"

"Eeyup." Letting go of his work harness, the big pony turned and headed off through the orchard.

"Ah sure hope she's okay." Applejack said to nopony in particular, following the path to Ponyville.

* * *

Applejack seemed to have arrived right in the middle of a madhouse! Lines of ponies were standing about, as unicorns tapped their horns to the waiting ponies' heads, while Guard ponies went through houses and shops, searching them from top to bottom.

Spotting Rarity, Applejack trotted over. "What in the hay is goin' on here!"

"Apparently somepony saw changelings in town yesterday, and the Guard has turned out in full force to find any intruders. They're certainly making a mess of things, if you ask me." Rarity answered, just a little flustered from being forced to stand in line.

"I know, right!" Pinkie Pie commented, seeming to have sprung up from nowhere. "It's all been really crazy! Nopony's seen Twilight or Rainbow Dash since yesterday, and this line is seriously cutting into that party I had planned for today!"

"Pinkie, you try to have a party every day." Rarity retorted flatly.

"Wait, Twilight an' Rainbow have gone missin' too?" Applejack frowned. "Ah can't seem ta find Apple Bloom anywhere, an' I'm startin' ta get real worried."

"Ooh, ooh! I'll bet the changelings got 'em!" Pinkie Pie said, bouncing with energy. "They probably took them to an evil fortress where they're gonna chop off their horns, just like they did to Zephyr!"

"What a terrible idea, Pinkie! Why wou- wait. Who's Zephyr?" Applejack asked.

"It's Pinkie Pie's imaginary friend. " Rarity explained, looking irritated.

"She's not imaginary! See!" Pinkie seemed to have picked up a bundle of air, which she was presenting to her friends. "Fluttershy saw her!"

"Of course she did." Rarity tried to reassure her, then she leaned back over to Applejack. "I think this whole Guard business has gotten to her head."

Unsure of what to think, Applejack looked back and forth between her two friends. Sure Pinkie was acting weird, but she always did that, and had a knack for being right about stuff nopony else even understood. Then again, she was trying to tell them that the invisible object she was holding was a pony… Deciding not to decide, she tried redirecting the conversation.

"That's all good an' fine, but we really ought ta go lookin' for our friends."

"You're quite right, Applejack. As soon as we're done here, we'll go find them." Rarity agreed.

"Attention everypony!" Standing before the crowd, Sgt. Ramrod stepped up, his voice carrying across the mumbling mass of ponies. "Due to the threat of the changeling presence, we are no longer permitting ponies to enter or leave Ponyville. You will remain within city limits until we can confirm the presence of the enemy has been removed. Failure to comply with these orders will result in detainment."

"Questions and exception requests must be made at the Mayor's Office. This is for your own safety and for the safety of everypony in Ponyville. Thank you for your cooperation."

Turning back to her friends, Applejack frowned. "Ah don't like this one bit! Somethin's up, an' ah aim ta find out what it is!"

"Don't forget finding our friends!" Pinkie added.

"Yeah, that too." Applejack agreed.

"Hey, you two! Get in line!" One of the Guard ponies demanded to Applejack and Pinkie Pie, who had yet to actually join the line. Grudgingly, the orange earth pony went, grumbling as her pink companion bounded happily after her.

* * *

Little did anypony know that high above their heads, another pony was watching. Having constructed a fortress of slow moving clouds, Rainbow Dash peered down at the lineups below. Carefully watching, she saw Sgt. Ramrod weaving his way through the streets to the library, which she had determined Thundercloud was using as his headquarters.

As the Guard pony entered the door, Rainbow decided to make her move. Burying herself in another tuft of cloud, she pushed the stray clump slowly down to the balcony. Slipping free of it in her black stealth suit, she nudged Twilight's telescope aside, creeping quietly up to the door. She nudged it open slowly, peering into the gallery below.

"Sgt. Ramrod, you've something to report?" Thundercloud looked back at his second-in-command.

"Yes sir. The check is still underway, with over half of the populace inspected already." The burly earth pony replied.

"Excellent! You've done well. Any news of Twilight Sparkle's whereabouts?" The white stallion asked, insincere worry in his voice.

"No sir. It seems she is no longer in Ponyville, but nopony can confirm her departure." Ramrod continued his toneless explanation.

Sighing regretfully, Thundercloud shook his head. "I understand. Keep your patrols up, and let the civilians return home once they're done with the inspection."

"Understood sir." With that, the Guard Sergeant departed.

"Curse that Twilight Sparkle!" Thundercloud shouted to himself. "Why did this happen! I had her in my hooves, and now all of my plans are in jeopardy because she went missing!"

"Hmm… So he doesn't know where Twilight is? I wonder what plans he's talking about." Rainbow Dash whispered to herself, squinting suspiciously at Thundercloud.

"Hey Rainbow Dash. What're you doing up here?" Spike's voice nearly sent Rainbow Dash flying. She whirled on Spike, who had somehow gotten behind her.

"Shh! I can't let anypony know I'm here!" She hissed, trying to keep her voice as quiet as possible.

"Oh, is something wrong?" Spike whispered back.

"Yes something's wrong! I'm a spy now, and I need to find out what Thundercloud is up to! Twilight's missing, Ponyville is a mess, and I think this Guard Lieutenant is up to no good!" Rainbow explained hoarsely.

"Cool! Can I be a spy too?" Spike asked, his eyes lighting up. "I've even got a great disguise and everything!" He promptly pulled out a false mustache and a white hat with a phoenix feather in it, placing the items on himself.

"Well, how about it?" He asked, twirling his mustache.

"I don't know, what kind of skills can you bring to the team?" Rainbow Dash asked, raising her eyebrows.

"I uh… I can, uhh… Oh! I can send and receive secret messages! That way, you don't have to carry information over long distances!" Spike grinned.

"Well, that is a pretty useful skill! I suppose you could help me out." Rainbow Dash conceded. "Alright, meet me outside of my house in two days. We can't let the Guards know what we're up to. Anybody could be a changeling, so keep your eyes peeled and don't let anypony see you!"

"Got it!"

"Oh, and Spike."

"Yeah?"

"Welcome to the Eyes of the Guard!"

* * *

It had been three days since Rainbow Dash had left the camp at the foothills of the Mountain of Misery, and the moon was slowly climbing up over mountain. A Royal Guard named Iron Spear watched the great amber light rise into the sky dreamily, when his mind started nagging him. What was he forgetting? After several long moments of pondering, he recalled what it was that had troubled his mind. The sun and moon always rose in the east!

Surprised by his own recollection, the startled Iron Spear looked back over his shoulder, seeing the moon clearly peeking over the mountains where Canterlot sat in the west. "Wait, if that's the moon over there, then what is…"

Turning his gaze slowly at the massive amber light, the hapless Guard pony's lip began to quiver as he watched the enormous form of the Walking Stone rise up to tower over the mountainside. For several seconds, he stood frozen, watching the colossal titan take step after lumbering step down towards the camp. Training overrode reason, and clutching his beloved spear, he raced into the camp, shouting out the alarm!

"Enemies approaching! Enemies approaching! Awaken! Awaken! Enemies approaching!"

Upon hearing the warning cry, Shining Armor burst from the command tent, his eyes searching for the trouble. He didn't take long to find it. "Dear Celestia, what is that!"

The Walking Stone began thundering into the camp, Guard ponies' spells hammering uselessly against the colossus' granite hide. Shining Armor began shouting orders, gathering the Guard ponies, to him. "Take formation! Everypony, get in formation! We can beat this thing!"

Silently he prayed they could…

* * *

Twilight's eyes flickered as consciousness returned to her. The first thing she noticed was the stabbing pain in her back, though it had dulled to an irritating throb. Slowly she peered about herself, taking stock of her surroundings. She was laid out on her belly, some soft mats tucked comfortably underneath her. The masks hanging upon the walls and bottles lining wooden shelves told her that she was still at Zecora's.

Looking to her left, she saw another mat laid beside hers. Boldheart was laying there, sword still close at hoof. Apple Bloom had sequestered herself on the Guard pony's back, her head rested upon his mane like a pillow. The pair were fast asleep, keeping a vigil over their wounded friend. Twilight couldn't suppress a happy smile.

"Ah I see that you are awake! Here, I have some medicine for you to take." Zecora approached, having picked up a bowl in her teeth. She set it gently before Twilight. "Thank the spirits yours is still here. Please tell me, how are you feeling my dear?"

"Like I slept on a nail, but I think I'll be okay." Twilight answered, looking back over to the sleeping pair as she lifted the bowl to her lips. "What happened?"

"Asleep you have been for three days. Mumbling words in a lost haze." Zecora explained as Twilight drank the odd tasting brew. "Boldheart and Apple Bloom refused to go home. Not even for a moment would they leave you alone."

"All that time, and they didn't leave?" Twilight asked in surprise as she set down the bowl.

"Love is a funny thing. It never gives up, and hope it brings." Zecora replied with a smile. "Faithful and true these friends are. When worried for another, they will never be far."

Twilight was touched. Happy tears began to crawl down her cheeks. "I'm lucky to have them. True friends…" A tune rose unbidden to the happy pony's lips as Zecora went back to her work.

_"You stayed by my side,_

_ Now I no longer hide._

_ This is what love should be,_

_ And now I can see,_

_ You're true friends to me._


	12. Chapter 12

Chapter 12

The Ties That Bind

Chrysalis walked slowly into the dark confines of the stone chamber where the Dream Taker dwelt, her eyes piercing the gloom in search of the old grey pony. For several moments, she looked about, wondering where he could have gone.

"Looking for something?" The soft old voice seemed to creep up her back, it's power unabated despite his gentle tone.

"Uh…" For a moment, the Queen of the changelings lost herself. The crawling fear brought about by the Dream Taker's voice seemed to eat at her will. Cringing inside for her display of weakness, Chrysalis tried to recover herself. "Yes! I wished to inform you that the Walking Stone has awakened, and that the army on the eastern side of the Mountain of Misery has been completely routed."

"Good, I am glad to hear your minions did something right." There was spite in his otherwise dulcet voice, giving the Queen even deeper chills.

"They have done well! You should not be so critical!" Indignation flooded over fear, compelling Chrysalis to give the old pony a piece of her mind.

"They did well because _I told them what to do!_" The old pony roared, his eyes flaring! The entire chamber seemed to quake with his rage, the rock crying out as it was assaulted with some otherworldly darkness! Chrysalis cringed, backing herself against a cold, stony wall, watching the Dream Taker in terror!

As quickly as his wrath began, it subsided. He looked back at her with a smile that made her stomach roll. "Please forgive my outburst. I should not let such petty things bother me."

She could form no other response than to merely nod dumbly.

"Come." He commanded, and began exiting the room. Rising from her humbled position, the changeling Queen followed timidly, cursing herself for not standing up to her companion. Every time she tried to resist his will, he merely dominated her again. It was humiliating, yet she couldn't seem to break free of his power! As they proceeded down into the depths under the earth, Chrysalis began to wonder if the Dream Taker would not simply discard her as soon as he felt she had outlived her usefulness.

A drop of water plodded down on the end of her nose, bringing her back to reality. Looking about, she noticed that the rock was covered in water, and that even the stones below were under shallow pools. They were underneath the lake! Her fear of the grey pony was swiftly replaced with the cold dread that any moment, the tunnel might collapse and snuff out her life instantly.

"Don't worry so much." The Dream Taker whispered kindly. "These tunnels are still enchanted with powerful magic. They will not break so easily."

"I-I wasn't worried." She stuttered. Could he simply read her mind! Was she that vulnerable to him! Trying to turn the subject, she decided to take the upper hoof and demand answers. Her voice came out like a curious young foal's. "Where are we going anyway?"

"An excellent question, my dear." The grandfatherly tone nearly sent Chrysalis into a fit. "Long ago, well before even the birth of the vaunted Princesses or the founding of Equestria, unicorns used these tunnels to hide their darkest secrets. It was here that they tortured and ruined their own kind, tampered with forbidden forces that should have been forgotten forever, committed atrocities that the common pony would never hear of, and created creatures of such sinister nature that they have remained here, in hopes that they would someday die, and erase the blight of their masters. It was here that I was truly born."

Stepping into the deep, dank chambers, Chrysalis witnessed the vast seemingly endless caverns for the first time. Cruel cages dangled alongside causeways and ramps that leapt out into space, only to touch the opposite walls over the enormous space. All about, there were ponies, some withered souls lying helpless in their eternal living slumbers, while others were frozen in stone, trapped in great crystals, or covered in sheets of unmelting ice. Strange, mournful dirges and wild cries would occasionally echo out across the vast, empty space, giving the entire dark chamber an otherworldly quality that terrified the young Queen.

Part of her wanted to simply collapse, curl up on herself and hide from the total despair that filled every crack and crevice like an unending nightmare. Her pride would never allow for it however, and she held onto her nerve, doing her best to show apathy before her host. When she looked back to him, revulsion flooded her anew.

He was smiling. How could anypony be so proud of something so terrible! He was like a predator that delights in toying with it's prey before killing it, but worse. The suffering being inflicted upon others was like living ecstasy to him, feeding him, making him stronger in some unwholesome way. Even as vile as she had ever managed to become, Chrysalis feared this horrible pony, for he was something darker and more sinister than anything she had ever imagined…

Looking over at the quivering Queen with a heartless smile, the old grey pony's eyes seemed to laugh mockingly at her weakness. "I have something to show you, my little Queen. I think you will find it… most delightful."

She had a sinking feeling she would not.

* * *

The Everfree Forest was quiet. Within it's far expanding reaches, a pony staggered, lost, alone, his body battered and bleeding. The murderous blade he'd been carrying had been lost when he was struck by a powerful spell, his right foreleg broken in the same blow. He had no idea how long he'd been stumbling, nor how many times he had merely crumpled up in a ragged heap, unable to go any further.

Weariness was slowly claiming him yet again, and he longed for sleep, though his mind warned that every time he fell, he was that much less likely to awaken. A trickle of blood began crawling from his lips, making it's path down to his neck as he collapsed heavily into a massive oak, eliciting a desperate cry of pain from the broken pony.

"S-so, th- *cough* this is how it ends…" He whispered to himself, coughing out a long thread of saliva and blood. "…alone again…"

Distant memories flitted through his feverish mind, happy memories of a little colt, of family, of friends, of days long gone… of a life stolen… of pain and lonely misery… of being forgotten… "I wanted… to make them pay… so- *cough* so why do I feel so empty..? Why… why am I still alone..?"

Peering up at the leaves, the assassin caught a glimpse of sunlight peeking through the trees. Even amidst his pain and the fading world around him, the light was beautiful. He desperately wanted to go to it, to feel it's warm embrace one… last… time…

Reaching a quaking hoof up, the delusional pony tried fruitlessly to grasp at the light, yet it refused to be captured. Tears rose in the assassin's eyes, and he slowly slumped back against the tree, his coat blending him in against the bark as he disappeared… almost…

* * *

Something had caught her eye, something out of place in the strange, dreadful forest. She knew she didn't have time to stop and look, but she did anyway. Plodding slowly closer, the mare stared at the strange tree, something about her simple, earth pony eyes seeing what a brash pegasus or proud unicorn might have missed.

Drawing closer, she let out a gasp at the sight of the assassin. His body was all but broken, his right foreleg twisted in an unnatural way, pulled close to his body with a brown belt. He had still bleeding wounds from a terrible fight, his oddly fading brown-grey coat hiding him neatly against the trunk of the forest giant.

A glow of compassion filled the earth pony, and she approached him. Seeing that this stranger was no threat to her, she lowered her strong shoulders down, tugging the mortally wounded pony gently up onto her back. The assassin gasped in an unconscious spasm, his body shifting involuntarily from the pain.

The mare carefully ensured that he would not slip from her back, then began the long journey home, only stopping for a moment to stare worriedly back into the woodland. Though she was concerned for the safety of another, this poor pony needed help soon. Silently she swore to return, determined to finish her search.

* * *

Twilight Sparkle felt a gentle nudging on her neck, slowly rousing her from her slumbers. Peering up she saw the smiling face of Boldheart, looking back down at her. She felt herself blush, realizing his hoof was rubbing her neck. The Guard pony seemed to realize what he was doing, and in a fluster quickly drew his hoof away, looking awkward.

"Sorry, I didn't want to touch your shoulder." He apologized, eliciting a giggle from Twilight.

"It's quite alright." She answered. "I understand."

"Zecora said we should get you up for some food." Boldheart said. "You must be hungry."

At the mention of food, Twilight's stomach began growling loudly, making the lavender unicorn blush even brighter. "Ah! Yes please."

She started to rise, only to stumble as the stabbing pain returned. Boldheart swept forward, catching her before she fell. "Are you okay?"

"I- I'm fine. It just hurts a little, that's all." Twilight stuttered, biting back the pain.

"Here, let me help you." Boldheart escorted her slowly over to a low table where large bowls of grass and daisies with oats sprinkled over the top sat, looking positively scrumptious. Twilight fought back the urge to shove her face into the bowl like Pinkie Pie, sitting herself down slowly and starting on the delicious meal.

Boldheart circled the table to another bowl, and sat himself down to the food, stealing a glance at his friend. Ever since he'd first seen her, the blue unicorn had felt his heart flutter a bit. She was simple, yet graceful, like a golden sunset for which she had been named. For a moment, he let himself imagine that she might…

Shaking his head at the though, he chided himself mentally for even daring. What was he thinking! He knew that Lieutenant Thundercloud had set his eyes on her, not to mention that she was Captain Shining Armor's sister! To think that a blank flanked unicorn who couldn't even perform the most basic spell could ever think of her like that! He huffed out a disappointed breath as he glared at his salad.

Glancing up, he realized he'd made a bit more of a show than he'd intended. Twilight was staring at him, a look of curiosity on her face, her mouth still chewing slowly. Though she didn't speak, her eyes asked the question for her.

"Ahahaha." Boldheart gave an insincere laugh, trying to hide his embarrassment behind a grin. "I'm fine! I was just… uh… shooing a fly away, that's all!"

Apple Bloom chose that moment to step into the room, looking back and forth between the two unicorns. "Did ah miss somethin'?" Then, with a big grin, she started staring at the pair intently.

Twilight looked at Apple Bloom, then back at Boldheart, confusion written on her face. "Um… yes?" She asked the attentive filly, feeling quite awkward.

"Did you two become each other's very special somepony behind mah back?" Apple Bloom asked cheerfully.

Boldheart and Twilight's eyes met almost instantly, each of them turning red at the thought. Boldheart suddenly wanted to be anywhere but under Twilight's gaze. He quickly rose from where he was sitting. "Ah… I think Zecora could use some help with something… outside."

Twilight watched the blue Guard pony retreat out the door, then looked back at the yellow filly. "Uh, I think you have the wrong idea. We're just friends, that's all." She explained. It was true that she'd never said anything about feelings for her new friend. Not like that anyway.

Apple Bloom looked disappointed at the announcement. "Ah'm sorry, Twilight. I jus' thought, since you two were starin' an' all, that you might be fallin' in love or somethin'."

"Oh no, we're just…" Glancing out the window at the dejected looking Boldheart who was slowly walking away from the dwelling, suddenly feeling lonely. "…just friends."

* * *

Thundercloud watched in silence as the train pulled into Ponyville station, his expression flat and emotionless as he watched Royal Guard ponies exit the cars in droves, many wounded, others being carried out by their fellows, grievous injuries very much in evidence. Ponies from all about the town flooded up to help the wounded, whether by magic, medical attention, or simple helping hooves.

A yellow mare with a flaring mane in a blue flight suit hobbled out of the train after several others wearing similar garments, most of them riding on stretchers. She whispered a few words to a companion before leaving her friends. Approaching Thundercloud, she did her best to return his swift salute.

"Captain Spitfire… I assume you have taken command of the Guard?" Thundercloud asked, a frown on his face.

"Thankfully no." She replied, though the pain in her voice was clear. "Shining Armor is made of sterner stuff than that. He is out of commission though, and so am I for that matter…" She looked back at her wing, which was in a splint.

"What happened?" The large white stallion couldn't help but ask.

"We were hit hard, really hard." She answered wearily. "Some kind of enormous stone monster came down from the mountainside and wrecked the entire camp just as night was falling. We barely even got a warning before it was crashing through our defenses like a thunderstorm through a picnic. We didn't stand a chance."

"If it hadn't been for Shining Armor's defensive spell, I doubt most of us would have made it. He held it off long enough for us to evacuate, but the thing broke through and slapped him before my team could get him out of there. Most of them paid a heavy price for it." Spitfire looked over at the Wonderbolts, who were being tended to by a small host of ponies.

"I'm sorry to hear that. Do you think the… creature was a weapon of the changelings?" Thundercloud asked.

"I don't know. It didn't seem like it, but we can't be certain. All we know for sure is magic was next to useless, and our weapons even worse. We might as well have been attacking the mountain itself. If there's a spell in all of Equestria powerful enough to stop it, I'll eat my flight suit."

"I wouldn't hold that one up to you, ma'am." Thundercloud looked off to the train. "Will he be remaining aboard, or is he going to stop here in Ponyville?"

"He'll be continuing on to Canterlot. We can't risk leaving him here when his health could deteriorate too quickly, which brings me to my next point. Thundercloud, due to circumstances, you are being temporarily promoted to Captain of the Royal Guard, effective immediately. We need an officer in the field, and you're it."

"I understand, ma'am." He saluted again, which she returned.

"I wish you the best of luck, we're all gonna need it."

* * *

"Magnificent, isn't it." The old pony declared, his face beaming at the sight. Chrysalis' eyes roved about endlessly, taking in the fearsome room she had followed the Dream Taker into. Across every surface, over every inch of the chamber, symbols had been carved in long, running lines divided by smaller lines, also formed of interweaving sigils. The entire chamber was full of meaning upon meaning, word within word, until it formed one vast mark throughout the entire chamber.

Looking back at the awestruck Queen, the Dream Taker smiled. "This chamber was the magnum opus of the long forgotten Magus the Thinker. Within this chamber's walls, it is said that any spell can be made possible, if one simply knows how to find the sigils and bind them together. Magus was a pony who believed magic was an end that justified any means, no matter how great the cost. It was this thought that made him a gelding, and why this room was made to be not only his prison, but his tomb as well."

Chrysalis began pacing the room slowly, fixing her eyes on statues that had been set all about the room. Each stone pony was twisted in some form of pain, each a gelded unicorn. Realization slowly dawned upon the changeling as she came to understand what she was witnessing.

"That's right. These are my children." The old pony laughed softly. "Each one kidnapped, gelded, and fed memories of the horrors visited upon them by unicorns, and all of ponykind. Soon enough, they will become bitter servants, willing to do anything to destroy Equestria, and wipe out those who visited this terrible cruelty upon them."

Tears seeped into Chrysalis' eyes, but she hid them, shoving back her dread. Showing weakness now might earn her a similar fate to those trapped here. She faced the Dream Taker again, watching as he walked slowly about the room, placing his stunted horn against various symbols. As he concentrated, the symbol would begin to glow with an eerie light. Soon a dozen sigils were illuminated about the room.

Stepping up upon a large, impossibly intricate mark upon the stone floor, the grey pony closed his eyes in concentration. All about them the walls seemed to shift and change, becoming a mirror image of the train station in Ponyville. There they saw Thundercloud, leaving behind the countless wounded.

"There he is." The Dream Taker announced, eyeing Chrysalis. "Within this pony's heart, I have found the ambition and selfishness necessary for my plan."

"Huh, what can one worthless pegasus do?" She asked, doing her best to sound indifferent.

The smile on the old one's face told her that she was wrong again. "You are such a superficial creature, my dear. It's almost endearing. I have been watching this one for some time, and now I am certain of it. He craves power, so much so that he will abandon anypony as it suits him, and give up anything if it will feed his addiction. He hungers for that heady rush of holding life and death in his hooves, and now, thanks to my design, he is Captain of the Royal Guard!"

"You mean you control him! You have the Captain in your power!" Chrysalis could hardly believe what she was hearing. Sure she had done it once, but never had she envisioned something like this.

"No, not like that, but I don't want him to be mine as you think. Were I to invite him in, make him mine, I would make myself vulnerable to his foalish ambition. I am nopony's fool." He explained patiently. "His purpose will serve me even greater."

"I don't see how. What good is a servant who does not know his master's hand?" She asked, trying not to sound foalish herself.

"It is simple, as always. We convince him to destroy the Royal Sisters himself. They have just handed him complete control over their military. Even the suggestion of a coup will slowly eat away at his resolve. Ambition rules his heart, he will take the opportunity, and when he does…"

"…We destroy him!" Chrysalis' eyes glittered. Vengeance would be sweet indeed.

She did not see the master's smile...


	13. Chapter 13

Chapter 13

The Traitor and the Lost One

Spike had never run so fast in his entire life! He knew from the moment he saw the changelings enter the library that trouble was up, but what happened next confused and terrified him. Thundercloud started talking with them!

Gasping for breath, the tiny reptile finally came to a stop below Rainbow Dash's cloud house. For several moments, he fought the urge to lose his lunch, huffing and puffing from the exertion of running halfway across Ponyville. He barely noticed when a shadow appeared behind him. Whipping around, he almost cried out, then breathed a sigh of relief upon seeing Rainbow Dash.

"Spike? What's going on? Is something wrong?" She asked, seeing him gasping.

"Changelings… in… the library…" Spike gasped, fighting to get his breath. "Talking with… Thundercloud..!" Having passed his message, the exhausted dragon dropped over, sprawling into the grass.

"Changelings? That traitor! I knew he was up to no good!" Rainbow stomped one of her hooves into the ground, snorting angrily. "Stay here, Spike, and don't tell anypony what you saw! We don't know who we can trust right now."

"But what if you need… help..?" Spike asked, finally getting some breath back.

"It's too dangerous. If something happens, I need you to send a message to the Princess explaining everything. I'm counting on you, Spike." Rainbow Dash explained, a frown on her face. "Besides, I need somepony to carry on my work if something happens."

"Like what? What's gonna happen? Is everything okay?" The little lizard couldn't hide his concern.

"Don't worry, nothing's gonna happen." As she turned to take wing, Rainbow winked back at him. "It's just in case."

As Spike watched the blue pegasus launch herself like a bullet up through the clouds, he wished fervently that she was right. Something about this felt wrong, very wrong.

* * *

Thundercloud watched the three changelings depart the library, the conversation he had just taken part in filling his thoughts. When they had first approached, disguised as local ponies, he thought they might simply have been friends of Twilight, looking for the missing unicorn. That illusion had quickly been dispelled as they returned to their true forms. He nearly called the Guard, but for something the leader, a tough looking creature called Hidecracker, had said to him.

"Hail to you, Captain Thundercloud! I see why the master chose you to be _the_ _one_." The changeling had said, his voice growing reverent as he mentioned the odd title.

"Master?" He'd asked curiously. "What _one_ are you talking about?"

"In you, our master has seen greatness, the power to take dominion where others, whom styled themselves to be greater, failed their subjects. You are the one who will be King!" The three changelings had bowed humbly, before the proud pegasus.

"King! What nonsense is this!" He demanded, but his voice had wavered. Could it be true?

"Oh yes, your highness! It is as our master spoke, and told us that no other was as worthy as you to replace the Royal Sisters, who have failed in their duties."

"Is this some kind of trick?" Thundercloud was no fool. If they were merely playing him up, he'd have them strung up on the spot.

"No trick, my lord. Our master sent us to greet you personally. He said that his war is not against you, nor your mighty brethren, but against the selfish, corrupt leadership of Princess Celestia and the unicorns who enforce her rule on all of ponykind." Hidecracker practically spat the mention of the Princesses out.

"I'm listening." Thundercloud spoke slowly. Part of his mind told him to deal with these vile creatures now and be done with them. Another part of him was intrigued…

"The plan will be set in motion soon, and for it to be accomplished all you must do, is stand aside. Our changelings will infiltrate the Royal Guard, and during the night, while the Princess is resting, they will put an end to her and her pitiful sister. The master has seen fit to let you come in afterwards and capture the assassins, to do with as you deem fit." Hidecracker explained, his voice growing sinister, yet inviting.

"He will ensure your victory from then onward, allowing your victories to raise you before all ponykind as a hero, a savior. If any oppose you, perhaps they will suffer from the war on accident…" The tone in the changeling's voice left no doubt as to what would happen to any such neigh sayers. "Soon the Guard, the aristocracy, and all of Equestria will be calling out your name! They will flock to you like the foals they are, ready to bow before the mighty King Thundercloud!"

"Why should I trust you?" Still not entirely convinced. "What if I were to stop you? I now know of your plans, and I could very easily end them right now."

"Of course you could, but what would it gain you?" The changeling had left the question hanging in the air for a moment. Thundercloud knew, despite everything, that the changeling was right. There would be nothing but perhaps a parade, and the possibility of a feeble promotion for such an act. Compared to the glory of Kingship…

"Think of it, anything you desire, anything you can imagine! All of Equestria will be yours…"

"All of Equestria…" He had echoed, not even thinking anymore. His mind was already envisioning himself, the glorious champion King of all he surveyed! Every pony would bow their knee to his glory! Everything would be his for the taking!

"There is one other danger to your rise to power…" Hidecracker almost whispered, drawing Thundercloud's attention back.

"A threat you say?" He asked.

"The Elements of Harmony, and their bearers." The sly changeling frowned. "Our master has seen it. They will try to oppose you, and would even dare to use the Elements themselves to defeat you! They must not be allowed to roam free, or else all will be for nothing."

"Tell your master I will consider it." He had replied, keeping his voice neutral. With that, the changelings had left him, disappearing back into the Ponyville streets.

Thundercloud had paced for some time, repeating the conversation to himself. This was quite a turn of events, one that could change everything. Still, there was that peril. Had it not been Twilight and her friends who had attacked his Guard the day they arrived? Were they truly destined to stand in the way of his power!

Making up his mind, he called upon Sgt. Ramrod. The burly earth pony arrived promptly, coming to attention with a crack of his hooves. Taking on a commanding tone, the Captain addressed his subordinate. "Sergeant, I want you to round up the ponies who carry the Elements of Harmony and bring them here. I have reason to believe that they may have been replaced by changeling spies in order to sabotage the war effort. Make sure they are _firmly_ secured, and listen to nothing they tell you.

"Yes sir!" Sgt. Ramrod barked, then headed out to gather a security detail, leaving Thundercloud alone with his thoughts. Thoughts ever more focused upon a throne…

* * *

Rainbow Dash had heard enough! It was all she could do to keep from bursting in and dealing with the cowardly traitor herself! Fighting the urge, she darted away from the library, sweeping up into the clouds. They would be looking for her soon, and she had to warn the Princess before it was too late! Maneuvering across the sky, she finally arrived at her home, only to see that a squad of pegasus Guards had already arrived!

"Darn it!" She hissed to herself, watching them as they knocked on her door. "I don't have time for this! Gotta warn the others!"

Higher up, hidden upon another tuft of cloud, another pegasus watched her. A grin creased Wildfire's features as he watched the rainbow maned pegasus make her escape. "You're good, but not good enough!" He whispered to himself, then shot down after her, diving sharply like a bird-of-prey on the hunt!

He almost had her when Rainbow suddenly juked right, dodging the incoming stallion! He cursed inwardly, flicking his gaze over at her as she rolled away from his line of flight! "You'll have to do better than that, _boy_!" She mocked, waving her hoof back at him.

"Don't you worry, _girl_, that was just to make sure you weren't getting _slow_!" The hotshot stallion shot back, twisting sharply to pursue her.

"What's the matter, slowpoke! Is turning _traitor_ weighing your conscience!" Rainbow laughed bitterly.

"Look who's talking! You're the one plotting against us!" He snarled back, his usually childish demeanor vanishing as his eyes filled with fire!

"I'm not the one plotting to kill the Princess!" Rainbow Dash stopped suddenly, fury blazing within her.

"Nice lie, _changeling_! I'm not falling for it!" Wildfire didn't even slow as he impacted Rainbow Dash, sending them both tumbling to the ground. They squirmed and fought, each trying to get the upper hoof. For a moment, it looked like neither one could take advantage of the other, the two athletic ponies bucking, kicking, and biting each other in a violent struggle for dominance.

"I'm not a changeling, you two bit flier! I'll teach you to threaten my friends!"

"The only _friends_ of yours I'm threatening are your worthless changeling cohorts!"

"Ow! Leggo of my wing!"

"Oof!"

"Take that!"

"Yah!"

"I'll teach you!"

Suddenly the fight stopped, with Rainbow Dash lying firmly on top of Wildfire, who squirmed and thrashed underneath her. "Who's on top now, _boy_!"

When she saw him grinning up at her, Rainbow's temper snapped! The hoof punch impacted Wildfire's left cheek so hard it spun his head about, leaving the Guard pony unconscious upon the ground. Chuckling to herself, Rainbow dismounted the unconscious pegasus.

"That'll teach ya' to- hey, let go!" Rainbow Dash found herself pinned as two more Guard ponies grabbed her.

"Rainbow Dash," Sgt. Ramrod barked, his permanent frown glaring down at her, "by order of Captain Thundercloud, you are to be taken into custody. If you resist, we will use force to sedate you."

Hanging between two large stallions, Rainbow stared sullenly back up at the Sergeant, her teeth clenched. "You think I'm gonna give up that easily?" She growled.

"No." Ramrod replied, signaling the Guard ponies to release her. "That's why I'm giving you a chance to fight me."

"Bring it on!" Rainbow shouted, lunging at him. The blow landed so fast she barely registered it. Her eyes went bleary as she hit the ground, her wings spread eagle. The single powerful blow blackened Rainbow's left eye, sending her head spinning. She slowly tried to right herself, only to collapse a moment later.

"Pick her up." Sgt. Ramrod commanded, then gestured to Wildfire's unconscious form "Bring him too."

"Yes sir!" The two Guard ponies replied, picking up the beaten fighters.

* * *

In the distance… laughter… foals playing, their cries of delight breaking through the inarticulate gloom. His eyes peering out, the assassin stared longingly at those distant fields, where a little yellow unicorn colt laughed and frolicked, free of worry or care. Several other fillies and colts were with him, reflections of friends long forgotten and a life neglected.

For a long while, the silent stallion merely stared, wishing he could once again be that happy foal. The children abruptly ceased their play as curious eyes fixed upon him. Confused, he took an uneasy step back, watching as the little yellow unicorn he used to be approached him.

"Who're you?" His younger self asked innocently.

"I-I'm…" He stuttered, suddenly finding himself lost for an answer.

"Do you have a name?" The tiny unicorn persisted, still smiling.

"I do… I know I do… My name is… is… GAAAAAH!" He suddenly shouted, feeling as if somepony had begun stabbing him with hot brands.

"_What's your name_?" The question echoed about him as he fell into the void of his own mind.

"I don't know!" He shouted back. His eyes snapped open.

* * *

There, right in front of his face, an orange mare was watching him, her blond mane sticking out from under a cowpony hat. She looked concerned, and was holding a hoof out. Glancing about quickly, the assassin took stock of his surroundings. He was in a rustic looking room, complete with a rope looped up on a peg, and was laying on a wooden truckle bed, covered in a warm quilt.

The strange pony was holding a hoof on his right foreleg, which was crudely splinted and wrapped in soft cloth. Bandages wrapped all about his body, underneath which he could still feel the burning sting of open wounds. For several moments, he just lay still and stared, not sure of what to make of his sudden predicament.

The earth pony's expression changed into a smile. "You're awake. We were worried for ya for a while there."

He opened his mouth slowly, trying to find the right words to reply, but none came.

"So what's yer name?" She asked.

Hearing the question was like having a knife buried into his head! The pain returned with a vengeance! He tried to reach up and take hold of his head, but when he moved his forehooves more pain shot up through him. The mixture of physical and emotional pain built into a crescendo, tearing a shout from him that seemed to shake the windows.

Applejack did her best to keep his hooves in place, holding him tight to keep his struggles under control. The wounded gelding thrashed and kicked, his agony overriding any sensible response. Finally he went limp in her hooves, shock overwhelming his system.

Applejack felt utterly helpless. When she had found him, concern had filled her, and she tried to take him into town. The Guard refused to admit the strange pony, so she did the only thing she could, she brought him home. With Granny Smith's help, they bandaged his wounds, reset his foreleg bone, and worked up a simple splint to keep it from shifting. It had been hard, but she refused to let another pony suffer.

Watching him scream in such pain had cut her deeper than any physical wound. She was right here, yet it seemed whatever was wounding the stranger was beyond her reach. She wanted to tell the broken stallion that everything would be okay, that soon enough the pain would be gone, but she couldn't. He was not alright, and she wasn't sure he ever would be again.

"Ah'm so sorry." Applejack whispered, daring not disturb the fitful sleep he had returned to. Brushing her hoof through his mane, she squeezed her eyes shut, trying to stem tears that threatened to break free. "Ah don't know how to help you, but ah'll find a way, somehow…"

* * *

Rarity had been less than willing to acquiesce to the Guards' demands, but in the end, she wasn't about to get rough with a bunch of large, strong stallions just because they wanted her to go somewhere. This didn't stop her from letting them hear what she thought about it.

"Do we have to walk so fast? It's not like we're in a hurry or anything." She complained irritably.

"I am sorry ma'am," Sgt. Ramrod apologized flatly, "however we are under orders to secure yourself and all of the other bearers of the Elements of Harmony. We do not have time to waste."

"All of- what exactly are you saying, Sergeant?" The fashionista questioned, eyeing him severely.

"I do not question orders, ma'am." The stern earth pony replied as they approached their destination.

"Sugarcube Corner?" Rarity looked confused. "Why are we here?"

"This is the temporary location of our detainment center, since Ponyville is not equipped with a proper holding facility." Ramrod explained. Rarity stuttered, trying to think of a reply.

"But… it's a bakery! This is hardly the kind of place I'd expect to have proper facilities for keeping ponies for prolonged periods."

"You are correct. Unfortunately, desperate times force us into this position, so I have no choice but to keep you here until command directs me to do otherwise."

With that, the small group marched into the shop, passing by a rather flustered looking Mrs. Cake, and down the basement stair into the dark room below. A single light illuminated the space, revealing a pair of Guard ponies watching the door, while Pinkie Pie and Fluttershy stood over Rainbow Dash, who was still dazed from the blow she had received.

"Girls, are you alright?" Rarity asked as she trotted over to them, her face anxious.

"We're okay, but Rainbow Dash got hit really hard. She can't even sit up straight." Pinkie explained, while Fluttershy brushed a damp rag over her friend's swollen eye.

Outraged at the sight of her friend's condition, Rarity trotted back over to the Guards, her face livid! "How dare you strike one of my friends! I can not imagine your superior ordering you to harm us in such a way!"

"She resisted, knocking one of my Guards unconscious. I gave her a fair chance." Sgt. Ramrod explained, softening his voice. Despite this, the furious Rarity continued her tirade.

"Regardless, that is no reason to use violence against somepony you're _supposed_ to be protecting! She was your responsibility, and I'd say you failed that responsibility quite badly! Why, if I weren't to be held down here I would go to your commanding officer right now and give him a piece of my mind!"

"Calm down, miss. If it will help you, I will get the Captain, and you may take your grievances up with him." Sgt. Ramrod offered, taken aback by the fury of the smaller unicorn.

"Don't bother." Rainbow Dash managed as she sat up, brushing away Fluttershy's administrations. "That traitor Thundercloud won't help us. I'll bet he's even planning on getting rid of us right now."

"As long as you are not changelings, such a notion is unbelievable. He would never intentionally harm civilians." Sgt. Ramrod answered, his voice raising slightly.

"Oh, wouldn't he!" Rainbow Dash pushed herself to her hooves, stepping towards the large Guard pony. "Is that why he set the fire! Is that why he was talking to those changelings today! Is that why he's involved in a plot to murder the Princess!" Rainbow's voice had grown steadily louder until she was shouting!

"Lies!" Sgt. Ramrod's cool broke, and his brown face started reddening in anger! It looked like they would come to blows again when all of their attention was grabbed by a battle cry from above!

"YAAAAAAAAAAGH!


	14. Chapter 14

Chapter 14

The Price

With all the fury he could muster, the tiny form of Spike came racing down the stairs, brandishing the largest stick he could get his claws around. "Let go of my friends, or else!"

As the Guard ponies looked up to see the source of the disturbance, Rainbow Dash took her chance. Lunging from where she had been resting, she rammed against the big Sergeant's side, knocking the wind out of him! Sweeping his forehoof out, he clipped her chin, sending her reeling away.

One of the Guard ponies, irritated at the intruder, trotted up to Spike, slapping the makeshift weapon out of his claw, then smacked him across the face with his hoof. It proved a far greater mistake than he could have imagined.

"_Leave him alone_!" Fluttershy's shout seemed to rattle the entire building as she raced over Sgt. Ramrod and Rainbow Dash, throwing herself upon the hapless Guard pony. Blinded by furious tears, she pummeled him viciously, screaming with every blow!

"How _dare_ you! You _monster_! Don't… you… _ever_… lay a hoof on him!" Rarity and Pinkie Pie watched in mute silence for a moment, unable to comprehend what they had witnessed.

"Do you think we should help?" Pinkie asked, looking over at Rarity.

"Oh, right!" Rarity looked embarrassed, realizing she'd been staring. "Let's get them!"

Lunging into the fray, the two mares attacked Sgt. Ramrod, shielding the still stunned Rainbow Dash. Spike regained his feet, and with a mighty swing, broke his stick over the second Guard pony's head! For a moment, it looked like they would win, but then that moment passed.

Seeing what she had done, Fluttershy's rage subsided, and she dropped over on the stairs, crying out an apology to the unconscious Guard pony. "Oh… *sob* I am so sorry… I… I… *sniff* I couldn't help myself…"

Spike discovered that without a weapon, he really wasn't all that dangerous as the second Guard advanced upon him. Sweeping blows quickly winded and incapacitated the smaller combatant. Reeling over, he tumbled down upon the floor, his valiant strength spent.

Rainbow Dash pushed herself to her hooves, just in time to see Sgt. Ramrod bull Rarity into the wall with his broad chest, stunning her. Pinkie Pie leapt at his back with a scream, only to be intercepted by one of his massive hind hooves. The blow threw the pink pony back across the room, where she simply stopped moving.

"_Rrraaaagh_!" Rainbow Dash roared, speeding at Sgt. Ramrod, tears of rage crawling down her face! Instead of meeting the powerful attack, he twisted, throwing her into the wall next to Rarity.

"Oof!" Rainbow Dash slid to the floor, her body battered from the swift impact against the wall. The fight was over.

Hefting the mares one by one over to the far side of the room, Sgt. Ramrod bound them with rope, while his remaining Guard deposited Spike alongside them. Snorting angrily, he looked to his remaining soldier.

"Take Bramble Brush to get some help, then bring four more Guards here. I can handle them until then." He commanded.

"Yessir!" The Guard pony snapped out with a salute, then went about aiding the unconscious Bramble Brush.

As they departed, he turned back to the girls, shaking his head. "Foalishness! Utter foalishness! What did you think you would accomplish!"

"Had… to save my… friends…" Spike stuttered, still fighting to recover his senses.

"We're trying to protect our home, and each other." Rarity snapped, glaring from where she was laid out on her belly, her usually fine mane and tail frazzled from the brief struggle.

"He hurt my friends… he hurt poor Spike." Fluttershy was still in tears, trying to help Pinkie Pie, who was laid out on her side, coughing hard from the blow to her chest.

The taciturn Sergeant's eyes softened as he looked over the fillies' bruised bodies. This wasn't right. Even if Thundercloud had ordered them brought in, he shouldn't have been so rough with them. Turning his head to one side, he let out a long breath.

"I'm sorry. I should not have been so forceful, but you must understand-"

"No, you need to understand!" Rainbow Dash yelled as best she could, despite how much it hurt. "The Princess is in danger! Thundercloud is gonna help get her killed, and you're just sitting here! I don't know what has gotten into him, and I don't care! This is our home, and we're gonna defend it!"

"Do you really expect me to believe that story about the changelings? Do you think I'm some kind of foal!"

"Bu-but it's true." Spike managed, looking up at Sgt. Ramrod. "I saw them, and went to get Rainbow Dash so she could report it to-"

Rainbow Dash quickly covered Spike's mouth with a hoof. Despite her attempts, Sgt. Ramrod became alert. "Report it to whom? Who are you working for!"

"It's not of your business!" Rainbow shot back, glaring at him.

"It is now." Looming closer, Sgt. Ramrod looked ready to get the answer.

"You should tell him. It's the only way." Spike said, pulling her blue hoof from his mouth.

"Rainbow Dash? What's going on here?" Rarity looked curious as well, eyeing her friend worriedly.

Looking about at her friends' concerned faces, Rainbow Dash let out a sigh. "Okay, but nopony else can know about this." Reaching back into her mane, she carefully slipped the two Lieutenant's bars she had hidden there free of her multicolored lochs.

"When I went to the camp with you, Captain Shining Armor took me aside." She said, looking at Sgt. Ramrod. "He said he didn't know what was happening, and that he wanted me to keep an eye out for him. I was supposed to keep it a secret, for everypony's safety, but the truth is that he made me a spy. I'm a Lieutenant, and the commander of the First Eyes of the Guard."

Everypony's eyes went wide at the proclamation, save for Spike, who merely smiled. Taking a step back, Sgt. Ramrod straightened up. "I wish to apologize, ma'am. If it is your wish, I will have my rank stripped, and turn myself over for assaulting an officer."

Shaking her head, Rainbow Dash stood up. "Don't do that. You didn't know, and I wasn't about to tell you. It's not your fault."

"Then please accept my most sincere and humble apologies. I should never have allowed myself to lose control like that."

"It's okay Sergeant. Right now, we have bigger things to worry about! I was telling the truth about Thundercloud, and if we don't hurry, the Princess could be in big trouble!"

"So what do we do?" Rarity asked as she and Fluttershy helped Pinkie Pie sit up.

"What we should have done in the first place!" Rainbow Dash answered. "Spike, I want you to write a warning to Princess Celestia, telling her about the plot against her. Fluttershy and I will go to Canterlot ourselves, just in case. Sgt. Ramrod, you and Rarity go apprehend Thundercloud. He is now an enemy until we can verify otherwise."

"Whu… whashould I do?" Pinkie Pie tried to ask, only to double over in a hacking cough, unable to breathe properly.

"I'm sorry, Pinkie, but you should get to the hospital. I don't want you getting hurt." Rainbow Dash answered, then looked over at Rarity. "Can you help her get there before anything else?"

"Of course, come on Pinkie!" Rarity tried to help her up, but strength failed her. Stepping over, Sgt. Ramrod gently lifted her up.

"My apologies for taking your task, Miss Rarity, but this is my responsibility."

"I understand, Sergeant. Let us go." Rarity replied.

"Come on, Fluttershy! We're going to have to hurry if we're gonna help the Princess!" Rainbow Dash said, hurrying back up the stairs.

"I better get going too." Spike said to himself, limping up after the rest. "Gotta get that message to the Princess before it's too late."

* * *

Zephyr peeked out from under the blanket she'd hidden beneath, frightened breaths heaving from her throat. Fluttershy's house was dark now, and save for the animals within, the pale filly was all alone. She retreated into her hiding place once again, curling up into a little ball. As the last rays of light disappeared from the window, she fell asleep.

"Zephyr." A voice called to her, as if from a great distance. She knew the call well, and felt afraid. "Zephyr."

"No. I don't want to." She squeaked back. The voice had grown closer, until the great yellow eyes of the Dream Taker were over her.

"Now child, if you ever want to stop being afraid, you need to." The old gelding's voice was kindly, like a grandfather she'd never known. "Do you really think that hiding will help you?"

"Hiding makes me safe. I don't want to hurt them." She answered, her reply little more than a sad whine.

"You're not hurting them, just helping them sleep. Don't you like sleeping?" The voice cooed.

"No! I don't want to hurt them!" Zephyr squealed back. "I won't!"

"Don't be silly, child. Your friends are in pain, they need help. Let them sleep, and forget everything."

"Nonononono! I won't make them drink it! I don't want them to go to sleep! They're my friends!" Zephyr cried.

"They are _not your friends_! They _hurt_ you, made you like _this_! Now do as I command, you pathetic filly, or I will destroy you too!" The voice suddenly filled with rage, the pale yellow eyes blazing like fire as storm clouds flooded the darkening sky!

"Aaaaaaah!" Zephyr sat up under the blanket with a start, her heart pounding! She had to warn Pinkie Pie! Darting from the safety of her blanket, the little filly raced from the house as fast as her hooves could carry her, tearful determination filling her heart.

* * *

The assassin lay abed, fitful sleep swirling through his mind as he tossed and turned. Within the realm of his dreams, he saw great clouds moving across the sky as if driven by a mighty wind. The dark consuming clouds flooded out the sun as they swept overhead, moving towards a distant Canterlot.

Watching from below, the nameless assassin felt his body tremble at the sight. The Dream Taker was finally coming again, this time to complete his revenge! From out of the clouds, that cold, murderously gentle voice called out to him.

"You have done well, killing Twilight Sparkle. But your work is not yet done. Seek out the holders of the Elements of Harmony, and finish what you started." The Dream Taker commanded, his voice booming like thunder.

Within his heart, the assassin was given pause. He had never worried about killing before, nor did he have any qualms about destroying his master's enemies. Yet this time, there was something different. His thoughts turned to the humble Applejack, who with no reason he could understand, had taken him in, cared for the wounds that marred him, smiled when nopony had ever cared before. Everything he knew, all of his memories, the hatred that had been built up through his long years of suffering seemed a lie in the face of the simple earth pony's honest truth. He knew it was betrayal, that he was casting aside all that the Dream Taker had done for him, but his heart would never rest if he laid a hoof on her.

"No."

"What?" The Dream Taker was taken aback. For a moment, all of the clouds stopped their inexorable course. "What did you say to me?"

"I said _no_!" The assassin replied, his eyes began to shine for the first time he could remember. "I will not hurt her!"

"You _dare_ to defy me, for the sake of some worthless filly!" The voice boomed from the heavens, threatening to crush the gelding. Standing his ground, he fixed his gaze on the sky.

"She has been kind to me, something you have never done! I will not hurt her!" He shouted into the storm. "Even if the honesty she has shown me is the only good thing I ever know, I would rather die knowing something good still lives in this world! I will not let you touch her!"

For a moment, it seemed that the clouds would spill from the sky to drown the impudent gelding! Thunder raged, sending it's fearsome call as lightning forked from the sky! The Dream Taker's voice echoed from the highest peaks as he cursed in his fury.

"I will return for you, and your precious filly! You will regret defying my will!" The storm began to move again, leaving him standing unscathed before it's might.

Suddenly everything began to shift, fading away as he felt himself moving involuntarily. His eyes snapped open, showing him the room all about him once again. Leaning over him, her hair a mess from sleep, was Applejack's worried face.

Looking up at her, something deep within the gelding's cold heart warmed, melting away the hatred that had ruled his feelings. Tears started forming along the edges of his eyes, and slowly he smiled.

* * *

Princess Luna let out a gasp as she struggled to lift the moon, her horn glowing with the awesome power flooding through her. Usually it was a simple matter to lift the glowing orb into the sky, but tonight something was different. A great storm had moved across the sky as day closed, she suspected because of how much rain they had missed during the crisis that had led them to war. Still, it seemed strange to her that the moon seemed to have grown so much heavier.

Slowly drifting to the ground, she breathed out a sigh of relief. Perhaps she would ask Celestia why it was so hard today. Her big sister always had answers, even with the strangest things. Plodding slowly into the castle tower, she slowly made her way down into the dark chambers where she slept, suddenly feeling the desire to sleep returning.

Shaking her head, she stared out at the gloomy sky through her window. A knock came to her door, announcing somepony's presence. For a long moment, the Princess considered merely ignoring them. No, it would be rude, a habit she had been trying to abandon. Rising from where she had sat, the elegant pony summoned up a burst of magic to open the door.

"Milady, we have your breakfast for you." The Guard announced. He was one of Luna's, a stallion named Night Owl. Luna love to tease him by calling him Hootie, and he would always feign offense, much to the Princess' amusement!

"Why thank you, Hootie! I'm sure it will be delicious!" She waited with a cheerful smile for his tirade as a servant passed her, bringing in a grand bowl of greens and sliced fruit.

"Of course, milady." Night Owl replied curtly, bringing a frown to Luna's face. Why was he not playing along? He always played along!

"Is something wrong?" Luna asked.

"No, everything is perfectly normal." The Guard answered, almost callously. "Good night, Princess."

In a fit of pique, Luna summoned a burst of magic, aiming the blow right at the back of Night Owl's head. The swirling dark energy smashed into him, throwing the Guard pony over. Realizing what a cruel thing she'd done, Luna was about to apologize when a wave of green fire seemed to sweep over her loyal protector, revealing not the pony she expected, but a changeling!

"Wait, you're not-" She cut herself off, looking over at the servant in realization. "Intruders!"

When nopony answered, Luna felt fear grip her. Calling forth her magic, she repelled the now advancing changelings, only to see more turning up in the corridor outside. Racing back up the tower, she felt panic setting in! With the struggle to lift the moon, she didn't feel strong enough to fight so many! How had they gotten all the way to Canterlot!

Reaching her balcony, Luna was about to fly away when the skittering creatures caught her, dragging her to the ground. Releasing another blast of magic, she threw one of her attackers off, only to have another take it's place. Battered and weakening, the Princess was about to fall when a cry broke the night, drawing the changelings' attention.

"Save the Princess!" Rainbow Dash shouted as she came rocketing into the fray, knocking several of the insect-like beings about! Fluttershy flew in behind her, doing her best to push back the evil looking creatures.

"Rainbow Dash! Fluttershy! What are you doing here!" Luna asked in surprise as she rose to fight again.

"There was a plot to overthrow you and Princess Celestia! We came as soon as we could!" Rainbow Dash answered as she planted a hoof squarely into a chitinous jaw.

"Why did you not simply send us a message of warning?"

"We did, or at least Spike was going to. I'm not sure why it hasn't arrived yet." Rainbow Dash explained as they continued to fight.

"Retreat! Retreat!" One of the changelings shouted, drawing the force back as several Royal Guard pegasi came swooping down upon the tower, quickly encircling the intruders. A few of them tried to change their form, but the effort was useless.

"Thank you all." Luna looked about at her rescuers. "Now let us find out what has happened!"

Lifting the fake Night Owl from the ground by his hind hoof, Luna glared in the changeling's face. "What are you doing here! Tell me now!"

"Keeheeheehee! You are too late! The master's plan is done!" The changeling laughed. Luna's heart began to sink. Dropping the creature, she took flight, heading for her sister's tower.

"C'mon Fluttershy! She might need help!" Rainbow Dash leapt after the Princess, followed by Fluttershy.

The three ponies landed upon the balcony, then trotted down into the chambers, searching for Celestia. Luna burst through her sister's door and stopped, her eyes filling with tears at the sight before her.

Princess Celestia was there, laid out upon her grand bed, her pastel rainbow mane arrayed neatly where she rested. A half-eaten bowl similar to Luna's was sitting within hoof's reach, next to a scroll still rolled and sealed.

"Sister!" Luna cried out, rushing forward, shaking her elder sibling vigorously. "Wake up, Tia! Wake up! Oh please wake up!"

"Princess…" Rainbow Dash whispered, tears crawling down her cheeks as Fluttershy began to cry.

Princess Celestia was gone...


	15. Chapter 15

**Chapter 15**

**A Time to Love, A Time to Hate**

"I don't see the point of this." Chrysalis hissed irritably, glaring at the Dream Taker to hide her fear. "Why do you need my possession spell?"

Shaking his head at her doubt, the old stallion frowned. "Have you learned nothing?" He paced away from her, crossing the floor of the rune marked Chamber of Magus.

"But the spell doesn't work unless somepony is willing to listen to you." She retorted, yet felt that she was missing something.

"Exactly! Why do you think it was so important to lure Thundercloud into the fold?" The Dream Taker asked.

Chrysalis stopped to think for a moment. The possession spell had been one of her favorites during the wedding, when she not only used it on her husband to be, but also upon the foolish bridesmaids that had been attending her. Without that loyalty, they would never have listened to her, let alone fallen under the spell. If they brought Thundercloud in, then…

The answer hit Queen Chrysalis like a wall! "He can command anypony in the Guard! With the possession spell, you can give him control of the entire army of Equestria!"

"Bravo." The old pony beat a clap with one hoof against the stone. "Finally, you are beginning to see the brilliance of my design."

"Wait, how would you gain the power you need though? The spell is hardly a simple one, and from here, you would need an enormous amount of power to accomplish it. Your plan will fail!" Chrysalis felt she had finally bested her erstwhile partner! Surely he had no answer for that!

Her pride was short lived, seeing that mocking smile play across his lips. "You were so close, but there is one thing you missed."

Beside herself with fury, Chrysalis was ready to attack the old pony! She only hesitated when instead of answering, he began to change. It started as a small swirl upon his flank, turning the blotch of grey black that was his cutie mark into a vortex that twisted like the heart of a whirlpool. As the Queen watched, curiosity, then surprise widened her eyes at the sight. His cutie mark was changing, turning bright yellow and orange, then taking shape in the form of…

"The sun…" Chrysalis could hardly believe it. "Y-you did it… Celestia's power…"

"…is mine." The Dream Taker finished with a smile. "My agents were on the move even before we approached Thundercloud. A number of changelings happened to join the wounded heading to Canterlot with Shining Armor's Royal Guard. Once there, they dealt with the Princesses Royal Guards, replacing them. Others whipped up a royal dinner for the two of them, each with enough sleeping juice to put a buffalo unconscious. Once Celestia slept, she was unguarded, with nopony warding her dreams. They were… extravagant."

Chrysalis wanted to scream with joy! Her victory was finally at hand! With the help of the Dream Taker, she could conquer Equestria, and all that she had longed for since that fateful wedding day would finally come to pass!

Then a sobering thought began nagging at her from the back of her mind. It hadn't been her victory at all. Despite how much she would have reaped from it, the truth was that without the Dream Taker, there was no victory. She had been used, just like Thundercloud, played like Celestia, and duped like all those foals he had tricked into their hatred. With his victory secure, it was only a matter of time before he cast her aside too. Turning her attention back to the old pony, she resolved to ensure that it would be her that came out on top!

"I think that with all of that power, a pony might forget his place." Chrysalis said, eyeing the Dream Taker.

"Oh yes, she might." He replied.

"Wait-" Chrysalis' eyes went wide with fear! As she had been thinking, the gelding had slowly circled the room, activating runes as he went! He was preparing some kind of spell!

"Goodbye, you've been a wonderful pawn. Hahahahaha." His soft laugh echoed throughout the chamber as the runes glowed bright, sending a terrible light swarming around the changeling Queen!

"No! You can't do this!" Chrysalis cried, feeling her body stiffen as stone slowly engulfed her. "I served you! I was faithful to you! How could you do this to me!"

"Simply. Your time is done, your purpose served. You are useless to me now." The old pony plodded from the chamber, leaving the petrified Chrysalis in his wake.

* * *

Twilight Sparkle found herself sitting outside of Zecora's house in the growing gloom of the Everfree Forest, unwilling to return to the happy light glowing softly from the windows. Night was settling, blackening what little shreds of the sky could be seen, and casting walls of darkness around her, yet she remained, her mind and emotions locked in a roiling struggle as she kept her vigil, praying that Boldheart would return.

It was all her fault that he'd left, she was sure of it… Rolling a stone back and forth, she continued berating herself silently, until tears began welling up in her eyes. Unable to hold it all in, Twilight opened her mouth, sending soft notes ringing out in the nighttime stillness.

_"Oh how lonely I've been,_

_ Not even knowing what I feel,_

_ Lost in feelings so very real,_

_ Yet I denied myself what my heart longed for…"_

Far away, wandering the dark paths of the forest, Boldheart stared up at the canopy shrouded night sky, his gaze fixing on six tiny stars that glimmered through the trees above. Despite going off to be alone, the young Guard pony's thoughts continually turned back to Twilight. Closing his eyes, he began to sing out the words that held onto his heart.

_"Why'd I leave you behind,_

_ When you live in my every thought?_

_ You are all that I have sought,_

_ And yet so very much more!"_

Twilight rose from where she was sitting, her plodding steps taking her into the darkened woods, unknowingly towards her friend. Her voice grew stronger with each step as she began to realize what she'd known all along.

_"Though I cannot see,_

_ The path laid out before me,_

_ There is hope in my heart,_

_ I won't remain apart for long!"_

She began to trot, her pace carrying her swiftly through the night! Her horn took on it's purple glow, shining like a star through the darkness!

_ "My heart is yours!_

_ Through every trial,_

_ All I need is your smile,_

_ To brighten my day!"_

Boldheart's ear perked, bringing his head up. There amidst the formless shapes looming about him, a tiny sparkle of light pierced the blackness. Feeling his spirit lifting up as if on wings, Boldheart smiled as his own hooves beat a path through the underbrush!

_"Now I finally see,_

_ Where my course leads me,_

_ With you drawing near,_

_ I have nothing to fear!"_

Abandoning himself to the unbridled joy that filled him, Boldheart cantered towards the light, his own voice echoing out to mingle with Twilight's!

_"My heart is yours!_

_ Light shines through,_

_ When I see you,_

_ I know where I belong!"_

The two unicorns came to a sudden stop in a small clearing, their eyes meeting as their hearts quickened. Their voices softened as they drew closer, slowly circling each other in the glade. Moonlight cascaded down through the trees, touching dewdrops with it's caress, surrounding Twilight and Boldheart with a thousand radiant stars.

_"My heart is yours." _Boldheart sang out.

_"My heart is yours." _Twilight answered.

_"It's just the two of us,_

_ In love we trust,_

_ What we've been longing for!"_ They sang together, drawing closer until their horns touched.

_"My heart is yours!"_ Boldheart smiled.

_"My heart is yours!"_ Twilight blushed.

_ "Here we've come to see,_

_ our destiny,_

_ All that we need and more!" _Again their voices mingled, even as they snuggled their heads together.

_ "My heart is yours!"_

_ "My heart is yours!"_

_ "Finally we can share,_

_ How much we care!_

_ A love worth living for!"_

_ "My heart is yours."_

_ "My heart is yours."_

Twilight felt Boldheart's lips brush hers, igniting a spark deep within her heart. Closing her eyes, the filly pressed herself into the kiss, lost in the beautiful moment. Silence reigned once more, leaving the two unicorns in the glow of each other's love.

* * *

Rarity and Sgt. Ramrod made their way through the darkened streets from the hospital to the library. The burly Sergeant had been quiet on their journey, as if he didn't have the strength to keep carrying himself.

Rarity simply watched for a while, seeing the reaction leaving Pinkie Pie in the doctors' care had left upon him. He was hurt, not physically, but deeper, like a knife had been plunged into his soul. Unable to leave him to his quiet any longer, the mare spoke.

"Don't be so upset with yourself. You were doing your duty."

"My duty…" Ramrod replied, his voice weak. "My duty has been the excuse for many things as of late. I made unreasonable demands upon those I am sworn to protect, I took away the freedom of those I am meant to give freedom to, I took unlawful orders from a traitor, all in the name of duty!"

"I-" He was about to go on, but a choked sob cut his voice off. Rarity looked up at the massive warhorse in surprise. He was crying.

"You were doing what you were supposed to." Rarity replied sympathetically. "How were you supposed to know that Thundercloud would betray your trust? You did what any good friend should, putting your doubts behind you, and doing your best for somepony you thought was right. It isn't your fault. If anything, you have shown just how loyal you are."

Sgt. Ramrod let out a heaving sigh. "But I hurt her..."

"Who? Pinkie Pie?" Rarity asked.

"Yes. She had been nothing but accepting and cheerful since I arrived, and I hurt her needlessly." He looked Rarity squarely in the eyes, tear trails etching his fur alongside deep scars. "Nopony had been as loving to me as her, and I let her down, turned on her."

"I see," Rarity replied, "but Pinkie Pie will forgive you. Of everypony I have ever met, she is the first to let go of what happened, to forget any hurt, and to love unconditionally. You are her friend, and I know even now, she has already forgiven you. Right now, she needs you to set things right, so that we can all be happy and free."

Sgt. Ramrod stopped, staring up at the heavens above. For several moments, he simply remained still, conflict filling his eyes. Setting his jaw, he let his head fall with a sigh, then looked up at Rarity. "You're right. I can't help her right now, but I can make sure that this never happens again."

"That's the spirit! Now let's go take care of that nasty Thundercloud." Rarity smiled grimly.

"I wouldn't worry too much about that." A voice called out from the darkness above.

Looking up, Rarity saw the white pegasus Captain descending from the sky, flanked by a squadron of Royal Guards. The sight would usually have given the mare a smile, had it not been for the mindless green glow that filled the Guards' eyes. Thundercloud stepped forward, grinning as his pegasus minions surrounded the pair.

"So, consorting with the enemy, I see." Thundercloud accused, looking squarely at Ramrod.

"They are not our enemies! What has gotten into you!" The earth pony demanded back, facing his former friend.

"I have seen the light, that's what!" Thundercloud shot back. "The monarchy is failing, and the time for a new leader has come! I will be that leader!"

"You can't do that!" Rarity cut in, her voice raised. "Princess Celestia would never allow for it!"

"The Princess is already dead! Soon I will be made King, the savior of Equestria! You best learn your place, little peasant!" Thundercloud stared down his nose at her, snorting. "Now I command you to stand down, Sergeant! Take this pony into custody!"

For a moment, the green glow of possession lit within the Sergeant's eyes as his will battled against the magic reaching out through Thundercloud's words. With a shout, he reared up, then slammed his hooves down, shaking the ground!

"No! I am no longer in your service, traitor!" He roared, glaring at the haughty pegasus.

"Very well then! Guards! Take them into custody!" The possessed guards rushed the pair, hooves grasping weapons as they lunged to take Rarity and Ramrod prisoner.

Despite being unarmed, Sgt. Ramrod was far from defenseless. Years of standing as a defender of Equestria had honed his fighting instincts, and as they plunged down upon him, those instincts took over. He twisted swiftly, avoiding a deadly spear thrust, repaying the attack with a blow that knocked the unfortunate Guard clean out! Raising the spear, he parried two more blows, while catching a third strike with his iron shod forehoof.

"Rarity, I need you to run! Get help!" He fixed her with one eye. "I will hold them off!"

He wasn't coming. Realizing the sacrifice Ramrod was making, the unicorn gritted her teeth. As the earth pony battered one of the Guards aside, she rushed out of the fight, running as fast as she could. Behind her, the valiant Sergeant held his ground, roaring a battle cry as he fought for his life against the telling numbers of the Guard.

Watching the fight, Thundercloud shook his head. The possessed Royal Guards were so fixed upon the fight that they couldn't even keep track of one little unicorn. Looking over to his remaining pegasus, the scrawny Wildfire.

"Don't let her get away." He ordered.

"Yes sir!" The cheeky Wildfire's grin widened, despite the green glow filling his eyes. Even mind control couldn't completely repress his foalish personality. He shot off into the air, then dove after the fleeing Rarity.

Thundercloud smiled as he watched Wildfire disappear into the night, then turned back to the fight, where Sgt. Ramrod was now reeling under the cruel blows of his fellow Guard ponies. There would be no stopping the mighty Thundercloud again! Equestria was his!

* * *

Princess Celestia felt life returning to her, or something like it. As her eyes opened, she beheld the dark, ruinous landscape that would have been her kingdom, save for the utter devastation that blanketed everything in a gray pall of despair.

The mighty towers of Canterlot were broken and shattered, much of the glorious city lay collapsed down the mountainside where it had stood. Manehattan was a stark, flooded swamp, where buildings crumbled into the murky waters by the sea. Ponyville had been consumed by fire, leaving only gutted, blackened skeletons of buildings behind. Fillydelphia, Trottingham, Las Pegasus, everywhere she looked, Equestria was in ruins.

"Hello, is anyone there!" The Princess called out, yet it seemed as if the weight of the very air muted her cries. "Can anypony hear me?"

No answer came to her, sending a chill down her spine. Slowly she made her way from her tower, her eyes darting here and there, searching for any hope of survivors. Through the royal hall she walked, looking sadly at the chamber where Shining Armor and Cadence had said their vows, now marred by the ravages of dust and time, the beautiful windows broken.

The courtyard was little more than a wasteland beyond, the royal gardens had been torn up and ripped apart, filled with countless ruined statues and sad memorials of once lovely monuments, now in ruins. Celestia was about to pass by when she noticed a lone statue still standing amidst the destruction.

A feeling of desperation flooded through the usually confident Princess, and in a most undignified manner she charged across the grounds to the base of the lone statue. There, untouched by the ruination of her lands, the still proud visage of Everbold stood proud, defiant against the nightmare which surrounded her.

Celestia dropped to the ground before the statue, memories of that seemingly distant day when she had comforted Luna before it returning. How she longed to be with her sister again, to know that Equestria was safe and free under their gentle rule.

Suddenly the sky began to swirl, and a massive column of cloud descended before her, forming into the great cloaked shape of the Dream Taker, his pale, moonlike eyes glowing as they fixed upon her.

"There is no hope, Celestia. Your land has fallen to my grasp." The great apparition said, it's voice rumbling like thunder from deep within the murky black cowl. "Everything you ever loved or treasured has been destroyed, all laid to waste."

"So you're the Dream Taker! I have heard much of the pain you caused us all!" The Princess replied imperiously, refusing to be cowed by the sinister form. "Reveal yourself! I will have no more of these games!"

"You wish to see me? To face the doom that you have brought upon all of Equestria? Very well."

Celestia was about to make a second demand, only to stop in surprise. She had not expected the almighty Dream Taker to show his true form. Perhaps it was fear, or merely anticipation of what would come, but she stood there watching, completely enamored as the cloud formed cloak swept away, the massive false visage crumbling before her.

As the dark swaths faded away from the humble silhouette, Celestia felt a terror grip her soul like none she had ever known. The sort of terror a child has when their parents are angry, or a foal feels when they cower before the rolling booms and flashes of a thunderstorm.

The simple grey pony emerged, his old face softly wrinkled, the frailness of his years marking his body. Peeking through the still thick mane upon his head, a tiny nub sat, all that remained of his proud horn.

"Hello, my little dawn star." He spoke softly, yet his voice carried with it the power of a thousand stallions charging down a hill.

"Magus!"


	16. Chapter 16

Chapter 16

What Shall We Fight For

Applejack awoke with a start. Somepony was making a ruckus at the front door, and by the sound of it, they weren't about to go away. Pulling herself from her bed, the earth pony hobbled past Big Mac's room, pausing only to glance at the door. Her brother had left to find their sister, leaving her alone with Granny Smith. As she made her way downstairs, she grumbled to herself about the inconsiderate nature of some ponies. Another loud series of raps thudded against the door, slowly driving her temper up the wall.

"Ah'm a comin'! Hold yer horses!" She hollered irritably as she arrived at the front door. Pulling it open, she blinked in surprise at the small contingent of armed Guard ponies waiting for her. "Ah… is there sumthin' ah can do fer you gennelponies?"

"Applejack, by order of Captain Thundercloud, you are to be taken into custody. Resist and we will use _force_." Despite the Guard's calm tone, Applejack could feel the lusty aggression in his tone. This pony meant her harm. Anger began building within the already irate Applejack.

"Ya wanna know what ah got ta say ta that?" She asked, pushing open the door, stepping up to the bigger stallion. "Ah ain't goin'! If'n ya want ta make a fight of it, ah'l gladly oblige ya!"

Grinning cruelly, the possessed light flashed within his eyes as he lunged at her, moving to crush her under his body. Applejack was ready, and instead of backing down, she lowered her head, then kicked with her hind legs, ramming her straw maned head squarely into the stallion's stomach. With a gasp of pain, the stallion reeled back, trying to suck in air as the other Guard ponies lunged at the lone mare. Applejack lashed out in every direction, bucking and kicking her foes with her strong, workhorse legs. A blow to her side sent her reeling, followed by another and another as she was knocked to the ground, unable to aim any more kicks up at them.

Fighting just to breathe, Applejack felt panic overcome her senses as the ruthless Guard ponies beat her. Stars flashed in her vision as everything started blurring. The pain in her body was dulling away, as if everything were fading. At least… at least they wouldn't find Big Mac or Apple Bloom… they wouldn't hurt Granny Smith or… or…

Suddenly the Guard pony over her was thrown aside as if struck by an awesome force. Peering up through a blackened eye, Applejack could only barely make out the form of the dark grey-brown pony moving between her and the tormentors. The surprised Guard ponies lunged again, snarling and snorting at the wounded newcomer, reaching for swords and spears as they rushed forward. Taking one of the bandages in his teeth, the gelding whipped his head about, wrapping up the seeking spear blades within it's folds. Caught off guard by the maneuver, they were completely unprepared for the assassin's attack.

Diving between the nearest two, he slammed his head up, catching the pony squarely across the jaw with his blunted horn, sending the unfortunate Guard pony reeling! The second tried to turn, only to stumble as the deadly combatant kicked a leg out from under him, dropping him to the ground.

The remaining Guards pulled together and rushed their attacker. Applejack, having staggered back to her feet, managed to pivot herself, embedding a full on mule kick into the Guard's side, cracking the armored plate protecting him as he fell. One of the others, a massive unicorn, looked back at her, scowling as he turned to skewer her with a deadly spear thrust. Seeing Applejack in danger, the assassin leapt out instinctively, battering the spear aside as he embedded a discarded blade into the body of the unicorn.

The battered Guard ponies, seeing that the fight was lost, staggered away from the avenging stallion. Snorting heavily, the assassin held his ground long enough to watch them go. As the last one disappeared into the orchard, he looked back at Applejack, a smile forming on his lips. Then without warning, he let out a strangled sigh and dropped to the ground as his foreleg gave out, the once bandaged wound now bleeding freely again.

Applejack staggered up to her rescuer, distress written on her face. "Don' worry, ah'll getcha some help. Ah'll… ah… oh…" Overcome with weariness and wounds, the redoubtable earth pony collapsed to the ground, her mind going blank...

* * *

Perhaps it was Boldheart's presence that made Twilight feel safe, for though they were deep in the Everfree Forest, the fear she usually felt seemed so far off. Walking closely to him, she snuggled her head against his neck. After all that had happened, all of the confusion, she finally understood what Rarity had been so excited for. Love, pure and simple! Even in the darkest night, surrounded by fearsome things, she couldn't help but be happy knowing that he was right here.

A drop of rain snapped Twilight out of her reverie. Looking up, the lavender pony frowned as more drops started filtering through the treetops, plopping down heavy droplets across her. Smiling wryly at her companion, she shook her head to clear the water. "Maybe we should find somewhere dry before this storm soaks us through."

Boldheart nodded in agreement, smiling back at her. "You know, the raindrops make you look like a Princess with diamonds in her mane."

"Oh stop it!" She giggled, pushing a muddy hoof into his face.

"Stop it yourself!" He laughed, nudging her side, eliciting a cheerful squeal from her.

Twilight scampered away from the teasing Boldheart, feeling as lighthearted as a filly as she frolicked through the trees. He wasted no time giving chase, delighting in the game. Sweeping through the dark, rainy night, the two unicorns' merriment rang out as they trotted through the woods, far too lost in their play to care of any peril. Soon they were worn out, panting and nudging each other as they passed out of the darkened woodlands, onto the path to Ponyville.

"Ah!" Twilight exclaimed, recognizing the road. "Fluttershy's house will be that way. I'm sure she won't mind letting us come in."

Shaking out his rain soaked mane, Boldheart looked over at her. "I hope she doesn't mind. I'd hate to intrude."

"Don't worry, Fluttershy's always willing to help out." Twilight replied confidently as the pair made their way towards Fluttershy's tree home.

As they approached, Twilight started feeling something out of place. Speeding up to a trot, she hurried to the open, swinging door, alarm swelling inside her. "Fluttershy! Is anypony here!"

When no answer came, she rushed in, her eyes searching the darkened interior. The house was quiet, save for several startled looking animals peering out from their cubby holes and nests set haphazardly about the room. Suddenly a small white bolt shot into her, knocking the startled pony over with a cry.

"Twilight! Are you okay!" Boldheart rushed in, and immediately started stifling a giggle at the scene. Twilight was on her back, being assaulted by the tiny white form of Angel bunny, who was bouncing up and down on her chest, making wild gestures with his forepaws. "Oh my, what a little terror you've found!"

"Angel? Where's Fluttershy?" Twilight asked, looking at the frantic creature.

Angel promptly began his pantomime again, gritting his teeth and swinging one fist as if hitting something. Then he softened his expression, put his paws out, pulled them in, and leaned forward. He returned to the angry face, and gestured for somepony to follow. He opened his eyes wide in mock surprise, waving his paws in front of him as if refusing something. Gritting his teeth again, he imitated grabbing something, then stomping off, ending his charade once he'd stepped clear of Twilight.

"Um… what?" Twilight looked nonplussed at the display.

Smacking his head, Angel gritted his teeth and started pointing towards Ponyville.

"Somepony came and took her to Ponyville?" Boldheart asked.

Nodding vigorously, the little bunny bounced up and down, now pointing wildly at Ponyville.

"Somepony forced her to go there?" Twilight asked.

Finally looking satisfied, Angel nodded vigorously. The two unicorns faced each other, worry creasing their features. "We should go find out where Fluttershy is."

* * *

Rarity ran like she had never run before! Wildfire was close upon her, drawing nearer and nearer with every beat of his wings. She knew she had no hope of outrunning him, and that had it not been for the fact that he was toying with her, it would be over already. Swerving around between two buildings, the dainty unicorn gasped for breath as she charged down the narrow alleyway, her heart threatening to give out.

"Getting tired already?" Wildfire asked, a sinister grin upon his face as he closed in on her from behind. "I wanted to have some fun with you before I brought you back!"

"You wouldn't dare lay a hoof on me!" Rarity, too exhausted to continue her sprint, turned about, facing the menacing pegasus.

"Oh, this is gonna be fun!" Wildfire laughed, his hooves carrying him closer and closer to the retreating unicorn.

"No! Stay away from me!" She jerked away as he lunged, his possessed eyes filled with a revolting hunger as he swept down upon her.

"Leave her alone!" A small voice shouted from behind him, bringing Wildfire up short. He whipped around to face this new challenger.

"And just who are you?" He snarled.

"The name's Spike," the little dragon replied, raising a long dagger he'd retrieved from a Guard, "and I won't let you touch her."

"Big words for such a little runt!" The arrogant Guard pegasus smirked.

"Spike? What are you doing! He'll hurt you!" Rarity called, fear spreading across her face.

"I'm doing what I have to." Spike replied grimly, and with an impossibly swift lunge, he darted down the alley towards Wildfire, heedless of his own safety.

"So you want to play! I'll teach you for messing with me!" Wildfire dragged his own sword free with a flourish, rising on his armored wings to swoop down upon his foe!

Rarity could only watch in horrified fascination as the tiny dragon clashed with the battle hardened pegasus. Blades danced in the night, singing against each other as the clouded skies began to rain. A sudden flash illuminated the scene far below as a roar of thunder punctuated the heavy clash of steel upon steel. Outmatched by the more skilled pegasus, Spike backpedalled, parrying as the heavier blade sought his flesh.

Seeing his opponent weakening, Wildfire pressed the attack, smashing Spike's dagger to one side. Desperately, the smaller combatant threw himself to one side, feeling the stinging bite of the sword on his cheek and shoulder. Twisting back against Wildfire's sword hoof, he bit savagely, drawing blood and forcing the Guard pony to drop his weapon. He didn't see the pegasus' other forehoof until it slammed into his face, sending him reeling.

Rarity, driven to fury at the sight of Wildfire beating Spike, threw herself upon his back, pummeling him with her hooves. Snarling furiously, the pegasus whirled, throwing the unicorn to the ground. Reaching out, he gripped his sword again with his left hoof, then brought it about in another deadly arc as he slashed at Rarity's chest. Lunging back, she breathed a gasp of relief when the blade hummed past her. Then the pain came. Looking down, the fashionista saw a long, bloody weal staining her fur in a vicious line across her chest. Staggering back, she fell to the ground, holding her hooves to the wound as she gritted her teeth in pain.

"Ahahahaha! Looks like you're finished, little filly!" Wildfire laughed, lifting the glittering, rainswept sword into the air as lightning illuminated the sky.

Spike shook his head, spattering raindrops from him as he regained his senses. His eyes fixed upon the scene, going wide at the sight. Gripping the dagger in his claw, the little dragon lunged from the ground...

* * *

Thundercloud walked towards Town Hall, escorted by Rocktrotter and his possessed Guards. Nearby Sgt. Ramrod was dragged limply along, new bruises and scars added to the old ones. Nopony would resist him now! He would soon have the Element Bearers, the Princesses were out of the way, and the only ponies who could stand in the way were either dead or in no condition to oppose his new rule! As he stepped up onto the covered walkway outside of his destination, one of the Guards trotted up.

"Sir, two unicorns are approaching. I think one of them is an Element Bearer."

"What!" Thundercloud shouted, glaring at the unfortunate Guard. Had Wildfire failed to bring that prissy little brat to hoof? "When I get my hooves on that worthless…" He stopped cold. There in the road, illuminated by a flash of lightning through the driving rain, and very much alive, stood Twilight Sparkle, along with that worthless Guard pony, Boldheart!

"Thundercloud! What did you do with my friends!" Twilight demanded, her eyes hardening.

"Ah, so I see you lived." He said lightly, then dropped his tone to a deadly serious one. "An unfortunate mistake. Don't you worry about your friends, they'll soon be going the way of Princess Celestia, to the bottom of a deep hole."

Twilight felt her heart seize up. "Wh-what did you say! You can't talk about the Princess that way!"

"I will speak of her however I want! Do you not know! Princess Celestia is _dead_!"

"Lies!" Twilight felt tears mingling with the rain. "You're a liar! How could you even think such a thing!"

"You know, the truth hurts, especially losing a loved one, but it was her time, and soon, the throne of Equestria will be mine for the taking!" Thundercloud laughed. "You and your precious Princess are finished! My time is now!"

Boldheart drew up next to Twilight, glaring up at Thundercloud. "That's enough Thundercloud! I can't believe you would do all of this, after I looked up to you! I thought you were loyal, that everything we fought for meant something to you!"

"Oh don't give me that, you pathetic excuse for a Guard pony! You're nothing more than a pitiful runaway, who wouldn't even have made it into the Guard if that foalish Shining Armor weren't taking everypony he could get his hooves on! You're nothing more than an embarrassment, a disgrace! Look at you, simpering over that filly like you care about her, trying to be the big hero! But I see through your simple act! You just hoped she would make you look better in front of her brother!"

"No! I would never do that! She's my friend!" Boldheart shouted back angrily, doubt welling within his heart. He looked to Twilight, his eyes begging her to believe him.

"Is she! Would you have even spared that bookish mare a glance had it not been for who she was related to! You're no less of a grasping, greedy pony than you accuse me of being! Just admit it, you're nothing! A worthless little blank flank with nothing to show for himself save a crush on the Captain's sister!"

"No, no, no!" Boldheart felt his heart breaking, dropping to his haunches. "I-I do love her..! I do…"

Snorting at the pair, Thundercloud turned back towards the door. "Guards, take them away! I don't want to see either of them…" He looked back. "…ever again."

* * *

Princess Celestia felt her power waning away. How could she have let this happen? Her home, all of Equestria, was doomed because she had been too foalish to see what was happening. Despair slowly cloyed at her senses, threatening to drown her in the morass of the nightmare forever, and she didn't even feel like fighting back. What was the point? Everything would come to an end, Magus the Dream Taker had won…

She stared up to the sky, wishing that for one last time, she might see her beloved sun through the clouds. Her hopes dashed at the sight of the great dark gloom that drifted overhead, sweeping across the heavens. Wait, why were they moving? As the Princess watched, she saw that the clouds seemed to be going somewhere, as if intent and will were guiding them.

Spreading her wings, Celestia took to the sky, following the dark clouds across the vast ether, seeking their destination. Mist choked at her breath as tendrils tried to pull her back to the ground as she pressed further onward, stubbornly refusing to give in to the grip of despair.

What was that? A light! There was a light ahead! Almost overcome with joy, Celestia threw herself towards the source of the beam as it was choked off by clouds.

"Little Celestia, do you really intend to oppose me?" The voice of Magus boomed out around her like thunder.

"I don't know what you're trying to hide, Magus, but I will find it!" She called back, beating her wings harder as she drew herself up into the heavens, breaking through the darkness brought on by the Dream Taker's power. There! The source of the light!

Surrounded by thick, dark clouds forming into great fangs, Celestia saw down into Equestria, where Boldheart and Twilight were facing Thundercloud. Emanating from the two unicorns was a light, brilliant as the sun. As they talked, however, the light grew dimmer, stealing away the color and light that had beamed so brightly before. Then she saw Magus, his power moving in the clouds as he moved to consume them! The great dark cloak twisted around them, dragging the hopes and dreams of countless victims in it's wake.

Celestia dove from her vantage point, landing near them. She wanted to reach out, to comfort her student and give hope to them, but it was no use. She was a witness, nothing more. A massive claw of shadow swept down past her, reaching for Boldheart's flank. Stepping closer, Celestia's eyes went wide in surprise at what she saw. A cutie mark, that of a golden heart bound in steel, was trying to reach the pony, yet Magus had cast his claws out to hold it back, keeping the mark from it's pony.

"It's no use, little one. This is the realm of dreams, where I am King. There is no hope for these two. Their light is going out, and soon I will consume them as well." Magus' terrible visage smiled down from above, his soft, mocking tone taunting her.

Shaking her head, Celestia squeezed her eyes shut. "I can't let you do this! I don't care who you are, nor what happens to me! Let them go, or I will fight you!"

"You know how that would end, my little dawn star. I will not be challenged here."

"Then let it be my last act! I will not let you hurt my beloved student, even if it costs me everything I have!" Summoning what little magic she had left, Celestia focused it into a solid beam of light, casting it into the vast form! The darkness, unable to remain within the presence of the light, retreated from her power as if scorched!

"Aaargh! You dare! So be it then!" Magus flooded down at her, grasping and encompassing Celestia, the dark, oozing smoke choking every bit of light and joy out of her as it filled her senses, until nothing but a defeated, grey mare was left lying upon the ground.

"Foolish Celestia, you didn't have to suffer like that. I would have let you be, but your stubborn pride has cost you everything now." He scoffed, squinting down at the vanquished Princess.

He did not see the peace upon her face, nor the little heart that had descended, settling upon Boldheart.


	17. Chapter 17

Chapter 17

No Greater Love

"_Eeeaaaaah_!" Spike's blade parted the rain as it glittered in the night, reflecting a burst of lightning as it flashed overhead. It impacted the plates of armor shielding Wildfire's back, there was a terrible screech as steel met steel, neither force willing to give in, yet in that moment there was a new strength that overcame both, the might of a dragon. With a crack to match the thunder bellowing above, the steel plate shattered, breaking the dagger blade off at the hilt as it snapped. Wildfire's eyes went wide, his pupils dilating as he felt the deadly shard of steel pierce his wing driving deep into his back.

Sheer agony overwhelmed his senses, sending a tremor through his body. His sword slid off his rain soaked hoof, and collapsed to the ground with a clatter. The Guard pony let out several surprised gasps, then sagged after his discarded weapon, his eyes glazing over as pain claimed him.

Rarity laid back in stunned silence, mascara streaking down her face as she stared openmouthed at the fallen Guard pony. Spike, feeling his senses returning, let the broken dagger hilt fall from his claw as he stepped around his fallen foe. Concern replaced all reason within him, and he held out his hand to his wounded friend. Unsure of how to feel, Rarity accepted his claw, allowing him to lift her from the ground. Leaning up under her weight, Spike silently aided the shocked Rarity back through the now muddy streets to Carousel Boutique.

The little dragon felt his own turmoil beginning to rage out of control. He had just wounded a pony, possibly even killed, and yet he felt no remorse for the fallen Guard. Wildfire had attacked one of his friends, wounded her with no regard for the consequences. Spike wanted to hate himself, was sure Rarity would think he was a monster. Wasn't that what dragons did? Hurt ponies and acted like monsters? He wasn't sure what to think.

They entered Rarity's home in continued silence, Spike helping to seat Rarity before he went digging about, finally coming up with some clean, thick fabric. He walked up to the white pony, binding it carefully over the bloodstained slash over her chest. Then, going to her bathroom, he retrieved a clean towel to wrap around her. Every step he took seemed to drain him, as sorrowful sobs overcame his stoic resolve, and by the time he returned to her, he was sobbing uncontrollably.

"Spike…" Rarity whispered, fixing her deep blue eyes on him.

"Yeah?" He asked through a sniffle.

"Thank you," a concerned smile broke her solemn expression, "my brave little knight."

The little dragon collapsed to the floor, wracked by grief that overwhelmed him. Rarity looked up slowly, drawing a blanket with her magic to wrap around her little friend. There the two of them remained, bound by an act of valor, a loss of innocence, and the pain of regret.

* * *

The Dream Taker had seen enough! That _foal _Thundercloud didn't even have the nerves to finish Twilight Sparkle and Boldheart on his own! The furious gelding yelled in impotent fury, beating at the stone walls of his ornately carved chamber. "After all of this time! All of my work! He will risk it through his inaction!"

Stomping down on one of the extraordinarily carved runes, he noticed something. Slowly a laugh began bubbling up in his throat, echoing out through the chamber and the vast caverns beyond. "Hahahaha! That's it! I will weave the possession spell with the dreamwalk spell! I will not tolerate failure, Thundercloud. Now you will be punished for defying me. Hahahahahaaa!"

Dashing from rune to rune, the elderly gelding pressed his severed horn to each in turn, igniting the powerful magics woven into the stones. Soon the room was illuminated with neon lights as the countless tiny sigils beamed out into the darkness beyond. Moving to his place in the very center of the room, the Dream Taker looked back upon the statue of Chrysalis who stood petrified in her shock behind him.

"Time to show you what real power looks like, my Queen." He chuckled, then drew a long breath, placing his stump upon the floor, activating the powerful rune centering the spell sigils. "Yes, yes! Aaaah! Aaaaaagh!"

Much to his surprise, it was not like merely entering a dream to project himself, but almost a physical manifestation. His power, and a great form of his essence fled his body, speeding to the target of the potent magic. Far over the storm blackened night, he witnessed the majesty of Midnight Castle's black spires standing high in defiance of the storm, the vastness of the Mountain of Misery, where the mighty Walking Stone rested in it's vigil, and across Equestria to the small town of Ponyville.

The flight was an unimaginable thrill, his spirit soaring through the clouds with the ease of a pegasus, yet he was able to witness the awesome power of the storm's fury! This was true power! Someday, he vowed silently to himself, he would master the storms as well, and claim their might much as he had the sun! There would be no end to his reign, nopony would be able to stop him! He would be a god!

The flight swiftly ended as he approached his target, much faster than any flight would have allowed. Thundercloud had entered the Mayor's office, and was in the process of making his childish demands of the worthless pony. Shaking his head at the sight, the Dream Taker's essence flooded around the arrogant stallion. He must have felt it, for upon the Dream Taker's entrance, he winced, shaking his head as if trying to clear the painful sensation.

_"Hear me, Thundercloud!" _The Dream Taker called, allowing his vast, mighty form to awe the pony's simple mind. _"I gave you one command, and you failed me! Kill the Element Holders, and the throne would be yours, yet you do not have the nerve to do it yourself! You are a simpering coward, unworthy of my power!"_

_ "What! I have done as you said, oh mighty one."_ Thundercloud mocked, furious at being questioned by the old pony. Despite his fear, the Captain's pride refused to let go. _"My Guards will kill them, and nothing will stop me!"_

_ "You are a foalish boy, who can't see the nose in front of his face if you believe that! You gave them a chance to live, a chance you could have denied them! Now all my work is threatened, because you thought you knew best! No more! I will take care of them myself!"_

_ "Good luck with that, old one! How do you suppose you can do that, let alone oppose me!" _The haughty Thundercloud scoffed up at the roaring clouds, grinning at them.

_"Oh, I don't intend to oppose you." _The Dream Taker answered. _"You have made yourself my servant, so I will merely possess you instead!"_ With a rush of power, the vast, mighty form of the dark one swept around the hapless Guard pony, choking his every sense! Thundercloud reared up, trying to fly away, but like some terrible monster, the clouds reached out like vast tendrils, dragging him into the evil morass.

_"No! You can't do this to me! You promised!" _Thundercloud choked as his eyes widened in panic before vanishing into the darkness.

_"I lied."_

* * *

Twilight stumbled as the Guards shoved her roughly up to the gazebo, where a large stone had been placed. She tried to look back, only to be pushed again.

"Keep moving." The cruel Guard pony sneered, eyeing Twilight smugly. "I'm gonna enjoy listening to you squeal!"

"Don't do this, Rocktrotter! Don't let them control you!" Boldheart yelled, struggling against his captors as they held him back. The larger brown stallion whirled about, his eyes burning with malevolent green light. "Don't _you _tell me what to do, Boldheart! You're a disgrace, just like the Captain said! You've always been a _nothing_, a _blank flanked_, _no magic _little _nothing_!"

"That's not true! We were a team! We trained together, lived together, we were like a family!" Boldheart pleaded, the strength in his voice failing as tears overwhelmed him.

Rocktrotter loomed up over Boldheart, glaring down at him. "_Truth_! You want to know the _truth_! We never liked you, runt! The truth was when Thundercloud shoved you on _your face_ in that formation! The truth was when you were given the _worst_ billet in the unit because we didn't want _you_ there! The _truth_, Boldheart, is that you're _alone_, and you're going to die, _alone_!"

Looking up at the larger Guard pony, Boldheart felt a sudden change flooding over him. He should have felt enraged, sad, betrayed, but instead, he felt compassion. Despite Rocktrotter's cruel words, he was certain that underneath was a frightened pony, begging for help. He slowly shook his head. "No."

"_No_! What do you mean, _no_!"

"No I don't believe it. Even at your worst, Rocktrotter, you weren't a murderer. I don't know what has a hold on you, but I don't believe this is the real you," Boldheart answered, his eyes growing brighter, "and I won't give up on you, even if you have on me."

"I… uh…" Rocktrotter backed up a step, the light of possession flickering in his eyes. The spell was coming undone!

Twilight watched in rapt fascination as the will of Boldheart contested the magic of the possession spell, tearing the mind control apart. Here the blue unicorn stood, next to helpless in the face of death, with no magic to call his own, no hope of escape, and he was overcoming a powerful enchantment with his words alone! His courage was like a beacon of light, filling Twilight with hope once again, driving out the despair of Thundercloud's ridicule. As her heart filled up, the magic of friendship came flooding back to her in a rush, overwhelming all of her doubt.

Twilight's hope suddenly turned to terror as something slammed forcefully into the side of her head, driving her to the ground under it's strength! She tried to struggle, only to have her face driven further into the mud, rain threatening to drown her as she thrashed, panic claiming her senses!

Standing over the prostrate unicorn, pushing her down into the mire, stood the now possessed Thundercloud. A pale, mocking light filled the Captain's eyes, through which the Dream Taker gazed wrathfully upon his victims. "It seems you are all too weak to even kill two helpless unicorns! I'm disappointed in you!"

The spell holding the other Guards grew strong again, and they grabbed Boldheart, who had attempted to rush him. "Let her go! Don't hurt her!" He shouted desperately, snarling as he squirmed in the Guards' grasp.

"Don't worry, little one. I've thought of a much better use for your precious Twilight Sparkle." Drawing his sword, he lifted it over Twilight's head, placing the tip over her horn. "Gifted in magic, Celestia's star pupil! What a powerful gelding you will be! Hahahahahahaha!"

Tears flooded Twilight's eyes as she tried to protest, only to have her mouth filled with fetid water and mud. Her mind raced, trying to summon up a spell, any spell to protect her from the Dream Taker's blade, but she couldn't focus! Her vision swam as tears mixed with the filthy morass that her face was buried in.

Unable to escape the grasp of Rocktrotter and the others, Boldheart sobbed as he tried to wrench himself free. _"Dear Celestia, please, give me the strength to protect her! Don't let this happen! Not to my Twilight…"_

In that moment, something awoke within the little pony, something that had been trapped for far too long. Though he did not see the golden heart bound in steel upon his flank, the courage within his beating breast glowed more brightly than the sun, a power that flowed through his horn like the awakening of a star! As the light swept over the Guard ponies holding him, the curse of possession shattered like glass, throwing them aside as leaves before a mighty wind.

The coming of power was not lost upon the Dream Taker, who's eyes went wide, his mouth hanging open in disbelief. Determined not to lose all he had worked for, he leapt forth, his spirit abandoning Thundercloud as it raced at Boldheart. Light met darkness, and the two spirits clashed against each other in a vast dance of power that reached up into the heavens.

_"I will not be vanquished by you, last of the Everbold!" _The Dream Taker shouted like thunder, trying to break Boldheart's spirit! _"My power has grown since the dawn of magic itself! I have stolen the might of Kings and Goddesses alike! What are you to me!"_

_ "I am nothing, a humble pony before you." _Boldheart answered. _"I have no great power, save for the courage to stand up to you, and love that will not die. Even if it costs me everything, I will fight you."_

_ "Arrogance! I will punish you for your impudence, my little pony!" _Summoning all of his power, he swept down into the defiant unicorn, his vast presence filling Boldheart and threatening to tear him apart.

Twilight dragged herself from the mud, her eyes fixed upon the spectacle as she watched the storm itself flood down into Boldheart, twisting and wracking his body in dreadful spasms of agony as the Dream Taker attacked him. She rushed forward, shaking tears from her eyes as he was thrown over, his back arching from the pain that sought to overwhelm him.

"Boldheart!" Twilight cried, grabbing hold of his still spasming body. Her horn glowed as she drew upon her magic to aid him when he gasped out, his eyes fixing on her.

"Twi-light… the sword… grab- AAAAGH! Grab the sword, Twilight!"

"The sword!" Her eyes widened as she looked about, spotting Thundercloud's blade, which lay where it had fallen from his nerveless grasp. With a flicker of magic, she drew the blade over. "Okay, I have it. What do you want me to do?" She tried to calm her voice as she trembled.

"C-cut away my horn." Boldheart whispered, then screamed as another shudder wrenched his body over!

"What! Why!" Twilight could scarcely believe her ears.

"Please, t-trust me." He begged. Something in his eyes told her he was sure. Clenching her teeth and squeezing her eyes shut, she brought the deadly blade down.

The words he'd spoken were not lost upon the Dream Taker. If the horn was cut, his essence, all of his power would be trapped within Boldheart! Memories rose unbidden to his mind, thoughts of Everbold who had bound his power within the Dream Taker's own nightmare! He would not let it happen again!

Ceasing his attack, the now alarmed spirit attempted to flee Boldheart's body, only to find that the Guard pony's essence was now holding him in! Pressing as hard as he could, the Dream Taker tried to break the binding, throwing the full of his might against it in hopes of escape. Freedom glimmered as if a light from the end of a tunnel driving the desperate Dream Taker to even greater efforts. As he broke through the last of Boldheart's defenses, a laugh escaped his lips! He had won! The Guard pony would not survive the terrible affliction he'd released, and his escape was now certain!

Ssshing! The ring of steel broke through the rage of the storm, drawing the Dream Taker's gaze back down to Boldheart. Horror filled him as the horn fell away from his head, cutting the Dream Taker off from all the power he'd failed to draw out! With a wail, he lost control of the spell, his remaining spirit caught up and dragged through the sky, inexorably pulled back to his body!

* * *

Twilight Sparkle couldn't stop the heaving sobs that flooded her as she stared down at her now maimed friend. Boldheart was laid out upon his side, the little blue horn sitting severed in front of him. He breathed shallowly as life ebbed away, his eyes slowly clouding over.

Crouching next to him, Twilight nudged her friend lovingly, tears digging deep weals under her eyes. "Don't worry, Boldheart… I'll… I'll get you some help… Just hang on… Please hang on…"

"Twilight… it's *cough* it's okay… I did what I was meant to do…" Boldheart whispered back, his eyes shimmering even as they faded. "I wanted to protect you… It looks like I did…"

"You did, Boldheart, you did! Don't let go yet! I'll find a way to make you better! Zecora will know something, or maybe we can get you to the hospital…"

"Don't worry about me… Twilight… I'll always be near… I love you, Twilight…" Boldheart's whisper faded as the last of his life left him.

"Boldheart? Boldheart! No, please! My precious Boldheart! Don't leave me! Boldheart!" Unable to control herself any longer, Twilight curled up next to her friend, lost to her own quiet sobs.

Rocktrotter picked himself up from the ground, staring sadly at the pitiful sight. As the other Guard ponies drew themselves to their hooves, he guided them up around the fallen pony. None spoke as they helped Twilight up from where she lay, two others silently lifting Boldheart from the ground. Two others made their way over to Thundercloud, pulling him to his hooves.

The haughty pegasus opened his mouth to speak, but went silent as the Guard ponies glared down at him. They led him off through the now drizzling rain as the sky grew a little brighter, heralding the new day soon to emerge.

Twilight followed the Guards bearing her friend's sad form away, her heart torn by the sudden loss. She wanted to be alone, to scream, to cry, yet she felt so weak, as if losing Boldheart had torn her heart out. Why did this happen, why did anypony have to die…

* * *

As the little procession approached Town Hall, Sgt. Ramrod hobbled forward, his body still bearing the marks of his beating. He looked sadly upon the broken blue unicorn, and to Twilight. Unable to find the words to comfort her, the stalwart Sergeant faced Thundercloud with a grim expression.

"Thundercloud, you have been found guilty by your peers of treason. You are hereby stripped of your rank, and will be tried for your crimes against ponykind, and Equestria. I hope for your sake it was worth it." Sgt. Ramrod struggled to keep his voice neutral, both from anger and pain at the savage beating he'd endured. "Take him away."

"Yes sir!" The Guard replied, removing the traitorous pegasus from before them. Thundercloud felt so crushed he didn't even bother raising his head to meet the gaze of Ramrod as he was led away.

Turning back to the others, the burly earth pony wished to be anywhere else. With a long sigh, he stepped up to confront the sad duty of saying goodbye to Boldheart...


	18. Chapter 18

Chapter 18

When The Dust Settles

"I'm sorry for your loss, Twilight Sparkle." The words always came hard to Sgt. Ramrod, who had found himself speaking them too many times in his life. "Boldheart was a brave warrior, and his sacrifice will not be in vain."

At the sound of his words, the broken spirited unicorn glanced up, her eyes filled with confusion. "Why did this happen? Why to him?"

"Warriors throughout history have asked that, yet none have found the answer. It is a question I'm not sure can ever truly be answered." Sgt. Ramrod explained, slowly, wishing he understood it himself. "Brave ponies like Boldheart have always given their lives for those they love and cherish, in hopes that those beautiful, good things would live on. Today, he gave you your life back, and put an end to a tyrant who would have taken everything for himself. He did what he did because he could not live with the outcome had he not."

A fresh wave of tears broke free as Twilight cried, unable to fully accept what she was hearing. Sgt. Ramrod drew closer, placing a strong hoof upon her shoulder. "It's okay to cry, Twilight Sparkle. Losing somepony is one of the hardest things in this world to do. Your pain shows how much you care for him, and that no matter what, he will not be forgotten."

Sniffling, Twilight nodded uneasily, her watery eyes meeting the earth pony's. "I know… I just didn't expect it to happen like this..."

"If it would help, perhaps you should say goodbye to him. I'm sure he will appreciate it."

"Okay." Twilight's voice barely cracked loud enough to be heard.

She turned slowly, the agony of her feelings dragging her down so that she felt as if she would collapse at any moment. She walked haltingly up to the body of her friend, still laid peacefully across the back of one of the Royal Guards. Summoning what nerve she had, she leaned her head forward, nudging Boldheart's muzzle with her own.

"Goodbye, my Boldheart…"

* * *

Boldheart blinked, peering up from where he lay upon a grassy sward, the sun shining cheerfully overhead. An older earth pony with a sandy coat stood before him, a smile on his face. "Well done, Boldheart."

"Where am I! What happened to Twilight!" The young pony shot to his hooves, looking about frantically. When he realized there was nopony about save the earth pony, he turned back. "I'm dead, aren't I?"

"You are, my child. My name is Everbold, and you were the last of my blood." He explained, his smile growing serious. "Don't fret over your friend, young Boldheart, she is safe."

Everbold began walking, nodding for Boldheart to follow him. "It has always been the way of our blood to give our lives, to sacrifice everything for the sake of those we love, and for the home we would lose all we care about to protect. You have made us all proud, Boldheart."

As Everbold turned to look out over the valley, Boldheart stared after his gaze, gasping in surprise at what he saw. Countless ponies of every age stood facing him, fillies, colts, stallions, and mares, each wearing welcoming grins on their faces. The young gelded pony stared at them, his mouth agape.

"Are they..?"

"…your family, Boldheart." Everbold answered with a proud smile. "They're waiting to welcome the newest hero of Equestria to those who have gone before."

"All this time, I'd never known why." Boldheart said more to himself than the elder pony. "Now it all makes sense. I'm… home."

The young pony squeezed his eyes shut, delighting in the feeling of joyful tears crawling down his cheeks. He sniffed, shaking his head as a wide grin spread across his face. He'd never known much of his family, only of their sacrifices. Questions he'd asked himself all his life now had an answer, and the warmth it brought was almost intoxicating.

"Thank you, Everbold. Thank you for helping me find where I belong."

He began stepping down the soft, grassy slope to meet his family, when a whisper flittered in his ear. Stopping, he perked it up, glancing back across the lands behind him. To his surprise, a lone pony stood off in the distance, a mare with lavender fur and an indigo mane. _"Goodbye, my Boldheart…"_

Boldheart was stunned. Twilight…

He looked out at the welcoming ranks of his family, eagerly awaiting him. He wanted nothing more than to go amongst them, to rest for the eternity that awaited, with no more suffering, no more despair, only joy and peace. He wanted it so badly, but he couldn't. Looking back up to Everbold, he drew a deep breath.

"Thank you for everything, but I can't stay. Right now, somepony needs me."

With those words, he turned and cantered as fast as he could, rushing as if lifted by the wings of a pegasus! His heart pounded, his head began to throb, every part of his body ached as if he were going to die all over again, yet he didn't care! Pressing on through the pain, he let out a cry!

_"Twilight!"_

Behind him, Everbold's proud smile grew brighter. "I'm so proud of you, Boldheart."

* * *

As Twilight lifted her head, something happened she could neither explain nor understand. A single spark jumped from her horn, arcing to Boldheart's severed stump. For a moment, she stared in surprise at the odd occurrence. Then with a frantic breath, she squeezed her eyes shut, drawing her magic forth as desperate hope flooded her! More and more magic began dancing across the gap as she leaned closer, calling upon every bit of power she could reach!

The power grew more and more intense, until the light shone out through the streets of Ponyville like a beacon, sending a wave of magic racing in every direction! The Guard ponies stumbled back in awe of the incredible forces beaming forth, breaking the darkness. As the sun rose over the horizon, Boldheart breathed.

"Twilight…"

"Boldheart!" Twilight could barely contain the joy that swept through her.

"I don't believe it…" Sgt. Ramrod whispered, staring in wonder.

The Guard pony bearing Boldheart lowered himself to the ground, allowing the blue gelding to rise gently from his back. He started to pitch forward, only to be caught by Twilight. She helped him to sit down, then looked over at the other Guard ponies.

"Get a doctor, and some water! Hurry!"

"Yes ma'am!" They saluted quickly, darting off to their assigned tasks as she returned her attention to her friend.

"What happened, Boldheart? Are you alright?"

"I… saw my family, all of them…" He managed his eyes staring off as if seeing another world. "They were all waiting for me. I almost went with them too…" He looked back over at her, his eyes shining. "…but I heard somepony calling me back. I saw you there, watching me go, and all of the sudden I couldn't, not if it meant leaving you behind."

Twilight felt a blush glow on her face, but she was too happy to care. Nuzzling Boldheart joyfully, she curled up next to him.

* * *

It would be a day later in Ponyville Hospital that the friends found themselves in each other's company once again. Twilight Sparkle, Fluttershy, and Rainbow Dash had come seeking out those who had been hospitalized. The group walked through the sterile halls quietly, much to Rainbow's dismay. She wanted to just fly in and start talking, but Twilight insisted that they remain quiet for the patients' sake, so she remained grounded, grumbling under her breath about having to wait.

Spotting the number 316 on one of the doors, Twilight glanced over at her friends. "I'll catch up with you girls later. I've got somepony else to see first."

"Suit yourself." Rainbow Dash answered, glad to get away from Twilight and her rules. "We'll see you in a few."

As Twilight pushed the door open, she caught a glimpse of Rainbow Dash shooting off up the hallway. Shaking her head with a smile, Twilight decided that Rainbow Dash would be Rainbow Dash. She turned her attention to the white room, where a pair of occupants laid back in large, plush white beds. The pony in the first bed was a stranger, who flinched at the sight of her, but he was so thoroughly bandaged that she couldn't tell whom he might be. Instead of worrying about it, Twilight passed the bed to the second, where the battered form of Boldheart lay.

The new gelding appeared fine, save for the bandage wrapped around his head, holding a sizable lump of gauze to his severed horn. He looked up from a book laid out in front of him, a smile growing on his face.

"Well look at you! Are you feeling any better?" Twilight asked cheerfully.

"The doctors say I'm doing okay, and other than some trauma from all the thrashing and my horn missing, I'm fine." Boldheart answered with a smile. "They are a little concerned about the effects of losing my horn, but they've had so little experience with it that they're not really sure what's going to happen."

"If it helps, I've done a little research on geldings, and found some interesting-" Twilight began as she levitated a pair of hefty volumes from her saddlebag, only to stop herself upon seeing him twitch uncomfortably. "That is, I have done some research, in case you have some questions."

"It's okay, I'd love to hear about it. I know it's going to be a process, learning what all of this means, but I'd much rather have you here to go through it with me." Boldheart grew thoughtful, his eyes distant. "It's strange, I felt so alive having magic, even if just for a moment. I guess that losing it must hurt far more for somepony who's lived with it all of their life."

"Boldheart, I've been meaning to say…" Twilight began, then hesitated, seeking the right words. "…thank you, for everything. I was so frightened when Thundercloud- I mean the Dream Taker, pushed me into the mud. I thought I was going to die, but you saved me. Not only that, you lost your life saving all of Equestria, and even now, you're paying that price. I just wanted to ask you why."

Boldheart thought for a long time, leaving silence hanging in the air. Finally he answered, his eyes fixing on Twilight. "Some things are just worth fighting for."

* * *

Over at room 327, Rainbow Dash burst through the door excitedly, followed much more slowly by Fluttershy, who was chastising the rainbow maned pony for her behavior, albeit quietly. "Rainbow, you really shouldn't be racing around like that. Twilight said to-"

Both ponies stopped abruptly at the scene that awaited them. Spike was sitting in a wheelchair, with heavy bandages bundled on him until he looked like a puffball. Rarity was sitting up in her bed, looking utterly scandalized over at the pink party pony, a white bandage that nearly blended with her fur wrapped daintily about her frame. Pinkie Pie meanwhile was lying on the floor out of her bed where she'd apparently fallen, her blankets splayed about. In her hooves was an enormous, beautiful bouquet, on which she was munching cheerfully.

"Uh, are we interrupting something?" Rainbow Dash asked, looking at Pinkie Pie.

"Nofgh, jhusht brechfasht!" Pinkie replied through a mouthful of daisies, her body kept stiff by a large plastic cast that covered her from chest to tail like a turtle shell.

"Rainbow Dash, Fluttershy, oh thank goodness!" Rarity said dramatically. "Stop her before she destroys that lovely bouquet!"

"Why? Is it yours?" Rainbow asked, cocking her head to one side.

"Well… no, but just look at it!" Rarity wailed, shaking her hooves at the atrocity. Despite her pleas, there was little to be done, as Pinkie had devoured most of the beautiful buds, and was now busy with the red foil cone upon her head, trying to eat the stems within.

"It looks a bit finished to me." Fluttershy said, then turned her attention to Spike, who was still thoroughly embedded in his bandages. "What's wrong with Spike?"

"Nothing's wrong, I'm just stuck in here is all." He replied from a little hole where his mouth peeked through the bundling.

"Bahahahaha! That's Spike! What happened? Did you get hit by a train!" Rainbow Dash laughed, dropping onto her back.

"No." Spike replied grumpily. "Rarity just wanted to make sure I was safe, so she put some extra bandages on me."

"You look like something out of Daring Do and the Mummy's Curse!"

"Very funny." Spike replied sulkily. "The doctors said I can come out in a few days, but until then."

"Until then you are safe!" Rarity said huffily. "I will not have you getting yourself hurt again, especially after all that nasty Wildfire did to my poor Spikey Wikey!"

"So, I kinda wanted to show you guys something!" Rainbow Dash had recovered from her laughter, reaching into a saddlebag with her teeth. She pulled out a small, sun shaped disc, marked with a crescent moon around it's edge, and strapped onto a bit of blue ribbon fringed in gold thread.

"Ooh, what _is_ it, what _is_ it!" Pinkie Pie asked, rushing up to look at the medal. She had finished the flowers, tearing through the bottom of the foil so that it looked like she was wearing tulip leaves around her head.

"It's the Order of the Eclipse Medal! Princess Luna awarded them to Fluttershy and I personally!" Rainbow said proudly, holding it up for all to see. "For facing great personal peril in protection of a member of the Royal Family! Apparently these haven't been handed out for centuries!"

"Oh wow, Rainbow! That's quite an accomplishment, and I love the ribbon!" Rarity commented appreciatively, eyeing the sparkling medal.

"It's pretty, are ya gonna wear it in your mane?" Pinkie asked excitedly, bounding up. When she hit the ground again however, her forelegs buckled, dumping her on her face with a cry of pain.

"Oh my!" Fluttershy promptly scooped the pink pony up, depositing her back into her bed. "Are you okay, Pinkie?"

"I'm fine! It's just some broken ribs!" Pinkie replied with a smile as Fluttershy went about arranging her bed again.

"Broken? That's serious, you shouldn't be bouncing out of bed until they're better." Fluttershy said sternly, well, sort of sternly. Pinkie started pouting, giving Fluttershy big puppydog eyes. Fluttershy closed her eyes in response, shaking her head.

"No means no. I want you to get better, so you need to stay in bed."

"Aww… but it's so boring in here…" Pinkie moaned, then suddenly popped under the blankets, only to reappear next to Rainbow Dash. "How about some music!"

She settled the needle of a record player that seemed to just happen to be there onto the vinyl disc. A lively tune began to play, it's beat oddly familiar. Fluttershy was about to tell Pinkie Pie to return to bed when she happened to be laying in her bed again, pulling the covers up to her chin, a sheepish grin on her face.

Twilight stepped into the room, a big smile on her face. "Hey girls, how are all of you?"

Spike chuckled from his nest of wrappings. "Boy, have we got some stories for you, Twilight!"

Twilight looked about, her expression confused. "Hey, has anypony seen Applejack?"

* * *

The earth pony was at that moment entering room 316, still hobbling from the blows she'd suffered at the hooves of the Guard. Dependless, she stubbornly pressed her way in, approaching the first bed. Still wrapped heavily in his own protective swath, the assassin looked up at her.

"Hey there, stranger." Applejack said softly, affection shimmering in her eyes.

"Hello." He answered, doing his best to hide the pain. "How are you feeling?"

"Ah'm fine, ya reckless foal." She teased softly. "What ya did there was foolhardy, dangerous, an' coulda' got ya killed."

"It wouldn't be the first time."

"Well, shoulda' seen that one comin'." Applejack's face grew glum. "So ya got somepony special, ah reckon. She mus' be one lucky filly."

The assassin blinked in surprise. He'd never even considered such a thing, let alone actually spoken to anypony about it. "No, I don't have anypony."

"Ya don't?" Applejack's expression grew brighter. As his eyes met hers, however, she saw the pain hidden behind his impassive face. "Ah'm sorry. Ah don't mean ta pry into your life er nothin'. Ya jus' seem so lonely."

"Applejack, I have something to confess." He whispered, his eyes downturned.

"What is it, sugarcube?"

Looking back up at her, he steeled his nerves, awaiting whatever might come of it. "I am an assassin. The Dream Taker sent me to kill you and your friends. I almost succeeded…"

Applejack sat back, lost in thought. For long moments, she didn't answer. He was about to speak again when she returned his gaze, understanding in her eyes. "Ah forgive you."

"What?"

"Life can be crazy, and sometimes ponies do things they weren't ever intendin' ta do. Ah don't know why ya was mixed in with that mess, but ah'm glad yer here. Ah don't care what ya've done. We can all use a second chance."

The nameless assassin felt as if the years of pain were suddenly torn away, and in his heart, he might be that little yellow colt once again. A second chance, forgiveness, it was more than he could hope to ask for, yet this simple mare offered it to him without question. Filled with a renewed sense of hope, he smiled. "Thank you, Applejack."

* * *

Late that night, after every other pony fell asleep, Pinkie Pie peeked one eye open. Her food tray was still sitting there next to the bed, untouched because of her huge meal earlier. She glanced around warily, making sure nopony was watching. After a minute, she grinned in satisfaction, ducking her head under the bed.

"It's okay, Zephyr! You can come out now!" Pinkie whispered. In response to the mare's assurances, the tiny pale filly crept out from under the bed, smiling up at her friend.

"Here, you can have this!" Pinkie grabbed the tray, setting it before the hungry Zephyr, who promptly started munching down the hospital food.

After finishing the meal, she looked up at Pinkie. "Thank you, miss Pie."

"You're welcome Zephyr! Hey, do you wanna play a prank!"

"What's a prank?" The little pony asked.

"Here, I'll show you!" With that, Pinkie Pie led her little companion over to Rarity's bed. "This is one of my favorites!"


	19. Chapter 19

Chapter 19

Farewells and New Beginnings

The sunlight of a new dawn cut through the chamber window of Luna's tower, shining warmly on the alicorn as she plodded in, weary from the great burden she bore. Her thoughts were ever on Celestia, who's duty she carried now, alone. Stumbling over to her bed, she began to cry as she fell wearily upon the cushions. It was too much for her to endure any longer, having lost everything she loved, being forced to let go of her dearest friend before her banishment, and now her sister…

"Why did this happen, Tia? Why?" She whimpered, clenching her teeth on the bedding as fresh tears dampened the blankets.

A knock sounded at her door. "Princess Luna? Are you ready for the ceremonies?" One of Luna's maidservants, an earth pony named Daisy Chain, asked her apprehensively.

"No, and we shall not be!" Luna summoned up her Royal Canterlot voice to drive the servant off, shaking the door on it's hinges. "We wish to remain alone, now leave us!"

The sound of trotting hooves could be heard down the hall, yet Luna felt no better for it. She stared at the door sadly, wishing for all the world that it would open, revealing her sister, who would chide her for yelling at her servants. She could almost hear Celestia walking regally in to see her. Luna closed her eyes, longing for that protective wing to wrap around her, for the soothing voice that would tell her everything would be okay.

But it wouldn't be okay now. Celestia was gone, and there was nopony to make things okay anymore. Nopony except her. _"I still believe in you, little sister."_

"What!" Luna exclaimed, looking about frantically for the source of the voice. All about her, the room was empty save for the finery and furnishing that was Luna's by right, yet something more filled the chamber, as if she were no longer alone. "Tia!"

_"I'm here, Luna. I'm here. I brought a friend too." _The strong, confident voice of Celestia was replaced with a masculine tone that grated softly, filling Luna's heart to bursting.

_"Hello again, my Princess."_

"Everbold..?" Luna whispered, glancing around worriedly, as if the voices would disappear if she moved. "It's really you, both of you!"

_"Of course it is, silly." _Celestia's voice teased, ringing with happiness.

"Oh joyous day! Tia, Everbold, I am so happy to hear from you both! So much has happened, and I need you both to come back and-" Luna was about to go further when a weight settled upon her soul, as if the room had suddenly grown heavier.

_"I'm sorry, Luna, but we can't." _Everbold answered gravely. _"Even with the Dream Taker's power broken, we can not awaken."_

"What? No, please tell me that isn't true! Celestia, it can't be true! I cant do this alone! Please sister, I still need help…" Luna felt her heart sinking again.

_"Don't be afraid, Luna. We aren't gone, just sleeping. Within the dream we live, and will be here for you." _Celestia replied.

_"Though we are not there in body, our spirits remain. When you sleep, dream of us, and we will come." _Everbold joined in, his voice almost carrying his kind smile to her.

"How do I hear you now, then? Don't I have to be dreaming?" Luna asked in confusion.

_"Luna, you are dreaming." _Celestia answered her cheerfully.

Luna sat up with a start, looking about her room yet again. It was lighter as the sun had traveled further up into the heavens, filling her chamber with the warmth of the day. She was still laid out upon her bed, which had been wrinkled up, one of the quilts thrown halfway across the room. With a heavy sigh, she rose and began setting her bed to order with the soft blue glow of her horn.

"Tia, I know you can hear me. I know you're there. It's just… saying goodbye to you today… and dealing with the traitor… I just don't know what to do. I've been gone for a thousand years, and most ponies still think I'm some kind of monster. How will I rule Equestria without you?" Luna glanced up from her bed making half hoping that Celestia would respond again, giving her the answers she needed, but no reply came.

"You'd probably tell me that I need to be strong, and that you didn't know what to do when you first started either. I always looked up to you to know what to do, and you never let me down because they… Equestria needed you. Now I need to do what you always did. I can take confidence that I can still speak to you, that you're still with me." Raising her head, Luna swallowed her apprehension. "Rest now, my sister. I will watch over our realm until your return, even if it takes a thousand years. I love you."

With the commitment built upon her heart, Princess Luna walked out of her chambers, her head held high in the bright morning light.

* * *

The grounds outside of Canterlot Palace were packed with countless ponies of the elite, mingled with travelers who had come from every part of Equestria for the day's ceremonies and declarations. Twilight Sparkle stared nervously out at the vast number of ponies. Everything would change today.

She glanced back into the dressing room, where the other girls were getting ready for the presentation. Rarity was fussily applying makeup at the vanity. Applejack and Rainbow Dash were chatting up stories about their fights and speculating about what medals they might be awarded. Pinkie was… swinging from a ceiling fan by some stretchy socks… and was Fluttershy nervously peeking her head into the window, her eyes growing wide at the sight of the crowd.

Shaking her head, Twilight turned back, only to run her nose into that of Boldheart, who smiled cheekily at her. The lavender unicorn's cheeks went flush as she returned his grin. "Oh, Boldheart, what are you doing here?"

The gelded unicorn was armored in new steel plates, complete with his sword, which hung at his side. He rolled his head curiously at a glimpse of Pinkie Pie flying across the room, streaming socks flailing behind her. "I was…" He paused as a crash resounded. Twilight winced, doing her best not to look back. "…just coming to see how you all were doing."

"Just getting ready for the ceremony. Aheheheh." Twilight laughed nervously, shutting the door behind her as the other ponies rushed over to Pinkie's crash site. "It is good to see you again though. I trust you're feeling…" She paused, her eyes hovering up to the stump of his horn. He'd already told her it was okay several times, but she couldn't quite get over having inflicted the wound herself. "…better?"

"Seeing you again is all the medicine I need." He answered, sending a thrill up Twilight's body. She would have kissed him if it weren't for all of the ponies watching down in the grounds. "It sounds like I'll only be here temporarily, though. Captain Armor, um… that is… your brother, said something about a new assignment from Princess Luna herself. Apparently we're going on a prolonged mission, and he said he wasn't sure when it will be done."

"That's great." Twilight didn't feel like it was so great. She had felt so close to her new friend, and now he was going to be sent away. She put on a brave face, but her heart wasn't in it. Apparently he saw it too.

"I'm sorry, Twilight. I don't want to leave you, but it's my duty. It doesn't change how I feel about you though." Boldheart said, nuzzling her tenderly.

"I know." She answered. " I just wasn't ready to see you go so soon. It feels like even the time since the hospital was ages ago, and I don't want you to leave again."

"If I could stay, I would." He answered, smiling sadly. "We all have our responsibilities."

She nodded, finding to her surprise that tears were threatening to spill out of her eyes. She wanted to beg him not to go, to convince him to run away with her, or anything else. She couldn't bear to watch him leave again.

Twilight opened her mouth to speak, only to gasp as Boldheart drew up, hugging her tight. "I know, Twi. I know, but we can't." He whispered. "So let's just hold on to this moment a little longer."

* * *

The cheerful blair of trumpets echoed all through the palace grounds, announcing the arrival of Princess Luna. Walking through the beautiful marble arched doorway, the sole ruler of Equestria stepped up to the top of the red carpeted stairs, looking down upon her countless subjects standing below. The sea of expectant faces grew hushed as she cleared her throat. Summoning up her royal voice so that everypony could hear, she spoke.

"Greetings, my citizens, and to all of Equestria. If is my sad duty today to announce my sister's inability to remain your ruler. Two weeks ago, she was attacked within her tower by changelings under the command of a creature called the Dream Taker, and…" Luna choked up, fighting back tears. "…and her dreams were stolen. She now rests in the Crypt of Dreams with those who fell during the Dreamless War."

The crowd began whispering in hushed, urgent tones. Biting her lower lip, Luna let out a sigh before continuing. "Though Princess Celestia, my dear sister, is not truly dead, nor can she continue to guide us as she has for generations. Until we discover a way to break this curse, I will be assuming my sister's royal duties, and taking her place, much as she did for me. We will not give up on her, my subjects. We will find a way."

Luna was on the verge of tears as she nodded to Shining Armor, who stood off to her right. Seeing her pained expression, he stepped out before her, nodding a signal. The trumpets sounded again as everypony looked to the carpeted aisle that spread through the center of the crowd. Lined up side by side, Twilight Sparkle, Applejack, Fluttershy, Rainbow Dash, Pinkie Pie, and Rarity walked, followed by a second column made up of Boldheart, the assassin, Sgt. Ramrod, and Spike. They made their way slowly by the cheering crowds as confetti dropped from above. Royal Guards on either side of the aisle saluted the brave ponies as they passed, coming to a stop at the stage before the now recovered Princess Luna.

"Today is not only a day for sadness, but joy as we recognized the heroism of these brave ponies. Each has endured hardship and trial in the name of protecting peace and harmony, be it facing the terrible odds of the enemy," Luna spoke, looking from left to right, taking in each one, "to giving more than anypony could ever ask in the name of protecting those they love. They have embodied true friendship, giving us hope in the face of cruelty and greed. Each one is a hero, and an example to us all."

Twilight looked over at Shining Armor, who was smiling proudly at her. He nodded his head to her, his eyes beaming. Rainbow Dash, who was attired in a dark blue military dress uniform, straightened herself up, puffing out her chest as she tried to contain her excitement. The assassin glanced about nervously, as if he were expecting somepony to attack him at any moment. He was so distracted, in fact, that it surprised him when Applejack's tail brushed his face, snapping his attention back to her. She smiled tenderly at him over her shoulder, calming the jumpy pony down a little.

"It is with great regret then, that I must ask more of each of you. You all deserve to rest from your trials, and if it weren't for the needs of Equestria, I would surely grant it. The changeling threat is not over, and I am inexperienced in many matters of state. Therefore, I ask you, Twilight Sparkle, to be my advisor. You stood by my sister, learned at her hoof, and grew under her wisdom. If you will, I would ask that you share this wisdom with me."

"I would be honored, your majesty." Twilight responded humbly, bowing before the Princess.

"Rainbow Dash, because of the seriousness of the attack on our borders, we can't afford to be so badly off guard. You will be transferred over to the border watch, where your new command will be responsible for finding possible threats before they enter Equestria. Can I trust you with this?"

"Of course, Princess! It would be my honor!" Ranibow bowed as well.

Taking in the rest of the girls as she swept her gaze over them, Luna addressed Applejack, Fluttershy, Pinkie Pie, and Rarity. "My subjects have long needed the attention of my sister, who is no longer here to care for them. While I am learning the crafts of state, I would ask each of you to aid me in ruling Equestria by visiting the towns and cities, acting as my ear and my voice when I can not be there. Will you aid me in this?"

"Of course, your highness." Rarity replied as she and the others bowed.

"Ah reckon travelin' about'll be fun!" Applejack chuckled.

"Oh, you bet it will be! Just imagine all of the new ponies I'll get to meet!" Pinkie bubbled.

"We'd be happy to." Fluttershy whispered.

Smiling at their dedication, Luna nodded. "Thank you, all of you. I know this is a formal occasion, but I feel lucky to have such good friends."

The girls stepped aside, allowing the second rank to step forward. Boldheart felt his chest pounding as he bowed before the Princess with the others.

"Rise, all of you." Luna said, stumbling slightly on her words. "Each of you has shown great courage, and even greater compassion in the events that nearly brought Equestria to ruin. I have heard tales of your bravery, duty, honor, and sacrifice, how you each gave your all for the sake of those you loved. I would ask you then, to continue this duty, with the same dedication you've already shown."

Boldheart looked up in confusion, and seeing everypony else staring up at Princess Luna, he knew he'd heard right. The Princess continued to speak. "From this day forward, I name you the Shields of Harmony. It will be your duty to watch over my advisor and envoys as they carry out their royal duties, and protect them with your lives, just as I was long ago." She tapped each one's shoulders with her horn. "Rise, Shields of Harmony, and join your friends."

Cheers erupted as the crowd whooped joyously for the newly formed Shields as they stepped aside to join the girls on either side of the Princess. Twilight nearly burst at the announcement, snuggling her nose against the stunned Boldheart's neck. "You didn't tell me the assignment would keep you so close to home."

"Heh heh, I guess I failed to mention that." Boldheart responded, blushing at the playful unicorn's behavior.

"Hey, you all know what this calls for!" Pinkie blurted out, her face beaming. "A party!"

* * *

A lone set of hooves plodded wearily down a lonely, winding path as a single stallion made his way from the home he'd betrayed. Banishment, the word was a bitter salve to the exiled Thundercloud. He'd never imagined he'd be sent from home, never to return. Visions of glory had faded away, only to be replaced by deep, unrelenting resentment. How could Princess Luna, who had once known the pain of exile afflict the very same punishment! It was unfair! It wasn't right! He deserved better, yet here he was, atoning for his crimes with only the dusty woodland path to keep him company.

Snuffing angrily, the pegasus continued on his way, daring not to use his still aching wings. It was all that Dream Taker's fault! He had betrayed Thundercloud, humiliating him and stealing away his one chance at victory! Even the thought of the whispering devil brought a terrible pain throbbing back to life in the former Guard pony's head.

He shook it to clear his mind, then stared off down the path with a long sigh. His dark, lonely road was still ahead.

* * *

High atop one of the great rounded black towers of Midnight Castle, the old, withered form of Magus the Dream Taker stepped out into the sunlight as the day settled. It had been the first time in ages that he'd emerged from the stronghold, and his eyes were still unaccustomed to the brightness of the outdoors. Walking up, he settled his forehooves upon the battlements, staring out across the dark waters of the Lake of Stars as he thought. Birds twittered their last calls before fluttering off to their nests, and the water lapped at the ancient stones that held the mighty fortress aloft over the midnight blue lake as the glowing flecks of light began to twinkle deep within it's unimagined depths.

"I was careless." He finally whispered, squinting at the departing sun. "Even with all of the power I had taken, the blood of Everbold stands firm. Do the fates themselves conspire against me? Shall I never know true victory?"

He became silent again, watching the last of the golden rays disappear beyond the lake's borders. He had dealt with Queen Chrysalis too soon, and it had cost him quite dearly. Without any more control over the meandering hordes of changelings, he'd watched helplessly as the ravenous little creatures had abandoned the fortress and gone their own ways, leaving Magus without his army. Worse, when Boldheart's horn was severed, everything was ripped away from him. He'd felt with exquisite pain the tearing of his spirit, along with his sinister magic and the stolen powers of Celestia, ripping free of his grasp. He'd barely survived the rending, and had been forced to drag himself along in agony to escape the chambers deep below to where he could be free of the pain. He was almost ready to despair when a lone thought glimmered like a spark within his thoughts.

"My vengeance may be in tatters, but I can still succeed." He reminded himself, his expression growing softer even as the wheels in his mind began turning. "Ah, but my greatest power is still here, isn't it? All the magic in the world means nothing without the cunning to use it, and the right victim. Even now, the young Princess Luna is surely thinking her realm safe, not knowing that an even greater foe is poised to strike at her heart! I will have my revenge, Celestia. Soon, all of ponykind will fall, and the world with it! Hahahahaha!" Mad laughter began pouring out of his throat, echoing through the ancient black fortress.


End file.
